Exhibit 4.4 


 


EXECUTION
VERSION


 






  


BANC
OF AMERICA MERRILL LYNCH LARGE LOAN, INC.,

as Depositor,



KEYBANK NATIONAL ASSOCIATION,

as Servicer,


 


COHEN
FINANCIAL, a division of suntrust bank,

as Special Servicer,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


Park
bridge lender services llc,

as Operating Advisor


 


 









TRUST
AND SERVICING AGREEMENT



Dated as of June 20, 2017


 






 


Del
Amo Fashion Center Trust 2017-AMO,

Commercial Mortgage Pass-Through Certificates, Series 2017-AMO


 


 






 




    	 



     


    

 


TABLE
OF CONTENTS


 





	 	 	 	 	Page	 
	 	 	 	 	 	 
	1.	DEFINITIONS	 	 	 
	 	 	 	 	 
	 	1.1.	Definitions	 	3	 
	 	1.2.	Interpretation	 	55	 
	 	1.3.	Certain Calculations in Respect of
    the Trust Loan or the Mortgage Loan	 	56	 
	 	 	 	 	 	 
	2.	DECLARATION OF TRUST;
    ORIGINAL ISSUANCE OF CERTIFICATES	 	 	 
	 	 	 	 	 	 
	 	2.1.	Creation and Declaration of Trust;
    Conveyance of the Trust Loan	 	59	 
	 	2.2.	Acceptance by the Trustee and the
    Certificate Administrator	 	62	 
	 	2.3.	Representations and Warranties of
    the Trustee	 	64	 
	 	2.4.	Representations and Warranties of
    the Certificate Administrator	 	66	 
	 	2.5.	Representations and Warranties of
    the Servicer	 	67	 
	 	2.6.	Representations and Warranties of
    the Special Servicer	 	68	 
	 	2.7.	Representations and Warranties of
    the Depositor	 	69	 
	 	2.8.	Representations and Warranties of
    the Operating Advisor	 	71	 
	 	2.9.	Representations and Warranties Contained
    in the Loan Purchase Agreement	 	72	 
	 	2.10.	Execution and Delivery of Certificates	 	75	 
	 	2.11.	Miscellaneous REMIC Provisions	 	75	 
	 	2.12.	Resignation Upon Prohibited Risk
    Retention Affiliation	 	75	 
	 	 	 	 	 	 
	3.	ADMINISTRATION AND SERVICING
    OF THE MORTGAGE LOAN	 	 	 
	 	 	 	 	 	 
	 	3.1.	Servicer to Act as the Servicer;
    Special Servicer to Act as the Special Servicer	 	76	 
	 	3.2.	Sub-Servicing Agreements	 	78	 
	 	3.3.	Cash Management Account	 	80	 
	 	3.4.	Collection Account, Companion Loan
    Distribution Account and Interest Reserve Account	 	80	 
	 	3.5.	Distribution Account	 	86	 
	 	3.6.	Foreclosed Property Account	 	87	 
	 	3.7.	Appraisal Reductions	 	88	 
	 	3.8.	Investment of Funds in the Collection
    Account and Any Foreclosed Property Account	 	91	 
	 	3.9.	Payment of Taxes, Assessments, etc	 	92	 
	 	3.10.	Appointment of Special Servicer	 	93	 
	 	3.11.	Maintenance of Insurance and Errors
    and Omissions and Fidelity Coverage	 	100	 
	 	3.12.	Procedures with Respect to Defaulted
    Mortgage Loan; Realization upon the Property	 	102	 
	 	3.13.	Custodian and Trustee to Cooperate;
    Release of Items in Mortgage File	 	105	 
	 	3.14.	Title and Management of Foreclosed
    Property	 	105	 




 


 






    -i-


     

    

 






	 	3.15.	Sale of Foreclosed Property	 	107	 
	 	3.16.	Sale
of the Mortgage Loan	 	110	 
	 	3.17.	Servicing
Compensation	 	113	 
	 	3.18.	Reports
to the Certificate Administrator; Account Statements	 	118	 
	 	3.19.	[RESERVED]	 	119	 
	 	3.20.	[RESERVED]	 	119	 
	 	3.21.	Access
to Certain Documentation Regarding the Mortgage Loan and Other Information	 	119	 
	 	3.22.	Inspections	 	120	 
	 	3.23.	Advances	 	120	 
	 	3.24.	Modifications
of Mortgage Loan Documents	 	124	 
	 	3.25.	Conflicts of Interests; Mandatory
    Resignation of Servicer and Special Servicer	 	126	 
	 	3.26.	The
Operating Advisor	 	127	 
	 	3.27.	Rating
Agency Confirmation	 	133	 
	 	3.28.	Miscellaneous Provisions	 	134	 
	 	3.29.	Companion
Loan Intercreditor Matters	 	135	 
	 	3.30.	Additional
Matters with Respect to the Trust Loan	 	137	 
	 	3.31.	Credit
Risk Retention	 	141	 
	 	 	 	 	 	 
	4.	DISTRIBUTIONS AND STATEMENTS
    TO CERTIFICATEHOLDERS	 	 	 
	 	 	 	 	 
	 	4.1.	Distributions	 	142	 
	 	4.2.	Withholding
Tax	 	145	 
	 	4.3.	Allocation
and Distribution of Yield Maintenance Default Premiums	 	145	 
	 	4.4.	Statements
to Certificateholders	 	145	 
	 	4.5.	Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum	 	149	 
	 	 	 	 	 	 
	5.	THE CERTIFICATES	 	 	 
	 	 	 	 	 	 
	 	5.1.	The
Certificates	 	152	 
	 	5.2.	Form and Registration	 	154	 
	 	5.3.	Registration
of Transfer and Exchange of Certificates	 	156	 
	 	5.4.	Mutilated,
Destroyed, Lost or Stolen Certificates	 	163	 
	 	5.5.	Persons
Deemed Owners	 	163	 
	 	5.6.	Access to List of Certificateholders’
    Names and Addresses; Special Notices	 	164	 
	 	5.7.	Maintenance
of Office or Agency	 	164	 
	 	 	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER
    AND THE SPECIAL SERVICER	 	 	 
	 	 	 	 	 	 
	 	6.1.	Respective Liabilities of the Depositor,
    the Servicer and the Special Servicer	 	165	 
	 	6.2.	Merger
or Consolidation of the Servicer, the Special Servicer, the Operating Advisor or the Depositor	 	165	 
	 	6.3.	Limitation
on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	 	165	 



 










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	 	6.4.	Servicer and Special
    Servicer Not to Resign; Replacement of Servicer or Special Servicer	 	166	 
	 	6.5.	Ethical
Wall	 	168	 
	 	6.6.	Indemnification
by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	 	169	 
	 	 	 	 	 	 
	7.	SERVICER TERMINATION
    EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE	 	 	 
	 	 	 	 	 	 
	 	7.1.	Servicer
Termination Events; Special Servicer Termination Events	 	169	 
	 	7.2.	Trustee
to Act; Appointment of Successor	 	177	 
	 	7.3.	[Reserved]	 	179	 
	 	7.4.	Other
Remedies of Trustee	 	179	 
	 	7.5.	Waiver
of Past Servicer Termination Events and Special Servicer Termination Events	 	180	 
	 	7.6.	Trustee
as Maker of Advances	 	180	 
	 	 	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE
    ADMINISTRATOR	 	 	 
	 	 	 	 	 	 
	 	8.1.	Duties
of the Trustee and the Certificate Administrator	 	181	 
	 	8.2.	Certain
Matters Affecting the Trustee and the Certificate Administrator	 	183	 
	 	8.3.	Neither
the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	 	186	 
	 	8.4.	Trustee
and Certificate Administrator May Own Certificates	 	188	 
	 	8.5.	Trustee’s
and Certificate Administrator’s Fees and Expenses	 	188	 
	 	8.6.	Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	 	190	 
	 	8.7.	Resignation
and Removal of the Trustee or the Certificate Administrator	 	191	 
	 	8.8.	Successor
Trustee or Successor Certificate Administrator	 	194	 
	 	8.9.	Merger
or Consolidation of the Trustee or the Certificate Administrator	 	194	 
	 	8.10.	Appointment
of Co-Trustee or Separate Trustee	 	195	 
	 	8.11.	Appointment of Authenticating Agent	 	196	 
	 	8.12.	Appointment
of a Custodian	 	197	 
	 	8.13.	Indemnification
by the Trustee and the Certificate Administrator	 	197	 
	 	8.14.	Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information	 	198	 
	 	8.15.	Access
to Certain Information	 	198	 
	 	 	 	 	 	 
	9.	CERTAIN MATTERS RELATING
    TO THE DIRECTING CERTIFICATEHOLDER	 	 	 
	 	 	 	 	 	 
	 	9.1.	Selection and Removal of the Directing
    Certificateholder	 	207	 
	 	9.2.	Limitation
on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders	 	209	 
	 	9.3.	Rights
and Powers of the Directing Certificateholder	 	209	 
	 	9.4.	Directing
Certificateholder Contact with Servicer and Special Servicer	 	213	 








 






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	10.	TERMINATION	 	 	 
	 	 	 	 	 
	 	10.1.	Termination	 	213	 
	 	10.2.	Additional
Termination Requirements	 	214	 
	 	10.3.	Trusts
Irrevocable	 	215	 
	 	 	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	 	 	 
	 	 	 	 	 
	 	11.1.	Amendment	 	215	 
	 	11.2.	Recordation
of Agreement; Counterparts	 	218	 
	 	11.3.	Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction	 	219	 
	 	11.4.	Notices	 	219	 
	 	11.5.	Notices
to the Rating Agency	 	224	 
	 	11.6.	Severability
of Provisions	 	225	 
	 	11.7.	Limitation
on Rights of Certificateholders	 	225	 
	 	11.8.	Certificates
Nonassessable and Fully Paid	 	226	 
	 	11.9.	Reproduction
of Documents	 	226	 
	 	11.10.	No
Partnership	 	226	 
	 	11.11.	Actions
of Certificateholders	 	226	 
	 	11.12.	Successors
and Assigns	 	227	 
	 	11.13.	Acceptance
by Authenticating Agent, Certificate Registrar	 	227	 
	 	11.14.	Streit Act	 	227	 
	 	11.15.	Assumption by Trust of Duties and
    Obligations of the Loan Sellers Under the Mortgage Loan Documents	 	228	 
	 	11.16.	Grant of a Security Interest	 	228	 
	 	11.17.	Cooperation with the Loan Sellers
    with Respect to Rights Under the Mortgage Loan Agreement	 	228	 
	 	 	 	 	 	 
	12.	REMIC ADMINISTRATION	 	 	 
	 	 	 	 	 	 
	 	12.1.	REMIC Administration	 	229	 
	 	12.2.	Foreclosed Property	 	232	 
	 	12.3.	Prohibited Transactions and Activities	 	234	 
	 	12.4.	Indemnification with Respect to Certain
    Taxes and Loss of REMIC Status	 	234	 
	 	 	 	 	 	 
	13.	EXCHANGE ACT REPORTING
    AND REGULATION AB COMPLIANCE	 	 	 
	 	 	 	 	 	 
	 	13.1.	Intent of the Parties; Reasonableness	 	235	 
	 	13.2.	Succession; Sub-Servicers; Subcontractors	 	236	 
	 	13.3.	Other Securitization Trust’s
    Filing Obligations	 	237	 
	 	13.4.	Form 10-D Disclosure	 	238	 
	 	13.5.	Form 10-K Disclosure	 	238	 
	 	13.6.	Form 8-K Disclosure	 	239	 
	 	13.7.	Annual Compliance Statements	 	239	 
	 	13.8.	Annual Reports on Assessment of Compliance
    with Servicing Criteria	 	240	 
	 	13.9.	Annual Independent Public Accountants’
    Servicing Report	 	242	 
	 	13.10.	Significant Obligor	 	243	 
	 	13.11.	Sarbanes-Oxley Backup Certification	 	244	 








 






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	 	13.12.	 Indemnification	 	244	 
	 	13.13.	 Amendments	 	245	 
	 	13.14.	 Termination
    of the Certificate Administrator	 	245	 
	 	13.15.	Termination
    of Sub-Servicing Agreements	 	246	 
	 	13.16.	 Notification
    Requirements and Deliveries in Connection with Securitization of a Companion Loan	 	246	 





 


EXHIBITS 


 










	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class B Certificates
	Exhibit A-3	Form of Class C Certificates
	Exhibit A-4	Form of Class D Certificates
	Exhibit A-5	Form of Class HRR Certificates
	Exhibit A-6	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate
    to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate
    to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global
    Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary
    Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry Certificate to
    Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry Certificate to
    Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry Certificate to
    Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Section 860E(e) of the Internal
    Revenue Code of 1986
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit J-4	Form of Transferee Certificate for Transfers of Risk Retention
    Certificates
	Exhibit J-5	Form of Transferor Certificate for Transfer of Risk Retention
    Certificates
	Exhibit J-6	Form of Request of Retaining Sponsor Consent for Release of Risk
    Retention Certificates
	Exhibit K-1	Form of Investor Certification for Non-Borrower Affiliates
	Exhibit K-2	Form of Investor Certification for Borrower Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N-1	Form of Transferor Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit N-2	Form of Transferee Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	CREFC® Payment Information



 










    -v-


     

    

 





	Exhibit R	Additional Form 10-D Disclosure
	Exhibit S	Additional Form 10-K Disclosure
	Exhibit T	Form 8-K Disclosure Information
	Exhibit U	Additional Disclosure Notification
	Exhibit V	Initial Sub-Servicers
	Exhibit W	Form of Annual Compliance Statement
	Exhibit X	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit Y-1	Form of Certification to be Provided to Depositor by Servicer
	Exhibit Y-2	Form of Certification to be Provided to Depositor by Special
    Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by Certificate
    Administrator
	Exhibit Y-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Y-5	Form of Certification to be Provided to Depositor by Operating
    Advisor
	Exhibit Z	Form of Operating Advisor Annual Report
	Exhibit AA	Form of Notice from Operating Advisor Recommending Replacement
    of Special Servicer
	Exhibit BB	Form of Certificate Administrator Receipt of Risk Retention Certificates




 







    -vi-


     

    

 


THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of June 20, 2017, among Banc of America Merrill Lynch
Large Loan, Inc. (together with its successors-in-interest, the “Depositor”), KeyBank National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.


 





INTRODUCTORY
STATEMENT


 


Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Bank
of America, N.A. (together with its successors-in-interest, “BANA”), Wells Fargo Bank, National Association
(together with its successors-in-interest, “WFB”), Barclays Bank PLC (together with its successors-in-interest,
“Barclays”) and Société Générale (together with its successors-in-interest, “SG”)
co-originated a ten (10)-year fixed-rate, interest-only mortgage loan (the “Mortgage Loan”) pursuant to that
certain Loan Agreement, dated as of May 12, 2017 (as amended, restated, supplemented or otherwise modified from time to time,
the “Mortgage Loan Agreement”), by and among BANA, WFB, Barclays, SG, collectively, as lender, and Del Amo
Fashion Center Operating Company, L.L.C. and Del Amo Residual Operating Company, L.L.C. (together with Del Amo Fashion Center
Operating Company, L.L.C. and their successors-in-interest and permitted assigns, individually or collectively, as the context
may require, the “Borrower”).


 


The
Mortgage Loan consists of (a) a loan that has an unpaid principal balance as of the Closing Date of $185,000,000 (the “Trust
Loan”) and is evidenced by the promissory notes designated as A-1-1, A-2-1, A-3-1, A-4-1, B-1-1, B-2-1, B-3-1, B-4-1,
C-1, C-2, C-3, C-4, D-1, D-2, D-3, D-4, E-1, E-2, E-3 and E-4 (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, the “Trust Notes”), and (b) loans
that have an aggregate unpaid principal balance as of the Closing Date of $400,000,000 (the “Companion Loans”)
and are evidenced by the promissory notes designated as A-1-2, A-1-3, A-1-4, A-2-2, A-2-3, A-2-4, A-3-2, A-3-3, A-3-4, A-4-2,
A-4-3, A-4-4, B-1-2, B-1-3, B-1-4, B-2-2, B-2-3, B-2-4, B-3-2, B-3-3, B-3-4, B-4-2, B-4-3 and B-4-4 (as the same may hereafter
be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion
Loan Notes”). The Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Notes”.


 


The
Trust Loan was sold and assigned by BANA, WFB, Barclays and SG (in such capacity, the “Loan Sellers”) to the
Depositor pursuant to a trust loan purchase and sale agreement, dated as of June 20, 2017 (the “Loan Purchase Agreement”),
by and among the Loan Sellers and the Depositor. The Companion Loan is not part of the Trust Fund. The relative rights of the
respective lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of May 12, 2017 (as amended,
restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), among the holders
of the Trust Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire Mortgage Loan is to
be serviced and administered in accordance with this Agreement.


 






    	 



     


    

 


As
provided for herein, the Certificate Administrator shall elect or shall cause an election to be made to treat the Trust Fund for
federal income tax purposes as a real estate mortgage investment conduit (the “Trust REMIC”). Each Class of
Regular Certificates will represent a single Class of “regular interests” in the Trust REMIC, as further described
herein. The Class R Certificates will evidence the sole Class of “residual interests” in the Trust REMIC for
purposes of the REMIC Provisions under federal income tax law.


 


In
exchange for the Trust Loan, the Trust will issue to the Depositor the Class A, Class B, Class C, Class D, Class
HRR and Class R Certificates (collectively, the “Certificates”), which Certificates in the aggregate will evidence
the entire ownership interest in the Trust. The Trust Fund consists principally of the Trust Loan, the Mortgage Loan Documents
(exclusive of the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds of, the Trust Loan following
the Cut-off Date.


 


The
Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements
of the federal securities laws.


 


TRUST
REMIC


 


As
further described in Section 2.10, the Class A, Class B, Class C, Class D and Class HRR Certificates will evidence
“regular interests” in the Trust REMIC created hereunder. The Class R Certificates will constitute the sole Class
of “residual interests” in the Trust REMIC created hereunder. The following table sets forth the class designation,
the Pass-Through Rate and the aggregate initial Certificate Balance (the “Original Certificate Balance”) for
each Class of Certificates:


 


	Class

                                         Designation

        
	 	Pass-Through
                                         Rate 

        (per
        annum)

        
	 	Original
                                         Certificate

                                                                                                                                      Balance

        

	Class A	 	WAC(1)	 	$48,500,000
	Class B	 	WAC(1)	 	$10,800,000
	Class C	 	WAC(1)	 	$62,600,000
	Class D	 	WAC(1)	 	$43,100,000
	Class
    HRR	 	WAC(1)	 	$20,000,000
	Class
    R	 	None(2)	 	None(2)



 


 





		(1)	The
                                         Pass-Through Rate applicable to each of the Class A, Class B, Class C, Class D and Class
                                         HRR Certificates will be a per annum rate equal to the applicable Net Trust Note
                                         Rate. During the initial Certificate Interest Accrual Period, it is expected that the
                                         Pass-Through Rate for the Class A, Class B, Class C, Class D and Class HRR Certificates
                                         will each equal approximately 3.63618%.



 


		(2)	The
                                         Class R Certificates will not have a Certificate Balance will not bear interest
                                         and will not be entitled to distributions of Yield Maintenance Default Premiums. Any
                                         Available Funds remaining in the Distribution Account, after all required distributions
                                         under this Agreement have been made to each other Class of Certificates, will be distributed
                                         to the Holders of the Class R Certificates.



 


All
covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders. The Depositor,
the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor are entering into this


 






    	-2- 



     


    

 


Agreement,
and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.


 


W
I T N E S S E T H T H A T:


 


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


 


1.          DEFINITIONS


 


1.1.          Definitions.  Whenever
used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings
and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.


 


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


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially be
located within the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page
relating to this transaction. Such website shall provide means of navigation for the Depositor and each NRSRO (including the Rating
Agency) to the portion of the Certificate Administrator’s Website available to Privileged Persons.


 


“A
Notes”: The promissory notes designated as Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-2-1, Note A-2-2, Note
A-2-3, Note A-2-4, Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note A-4-1, Note A-4-2, Note A-4-3 and Note A-4-4.


 


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrower must maintain all
risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer
has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available
at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Property is located (but only by reference to such insurance that has been
obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Each of the Servicer (at
its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in making
the determinations described in this definition.


 


“Accepted
Servicing Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.


 


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


 






    	-3- 



     


    

 


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


 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(v) and 3.4(c)(vi)),
Assumption Fees, Assumption Application Fees, defeasance fees, substitution fees, release fees, Modification Fees, consent fees,
amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, loan processing fees,
loan service transaction fees and similar fees and expenses to which the Servicer and the Special Servicer, as applicable, is
entitled (to the extent permitted by (or not otherwise prohibited by) and specifically allocated to such amounts in accordance
with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant
to Section 3.8 of this Agreement.


 


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit R hereto.


 


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit S hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Mortgage
Loan as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.23(b).


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance
Rate”: As defined in Section 3.23(d).


 


“Adverse
REMIC Event”: As defined in Section 12.1(j).


 


“Advisers
Act”: As defined in Section 5.3(m).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), the Operating Advisor, a Loan Party or the Depositor, as applicable, to determine
whether any Person is an Affiliate of the Servicer, the






    	-4- 



     


    

 


Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a Loan Party or the Depositor.


 


“Agent”:
As defined in the Cash Management Agreement.


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Annual
Budget”: As defined in the Mortgage Loan Agreement.


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applicable
Banking Law”: As defined in Section 8.2(d).


 


“Applied
Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of
Realized Losses pursuant to Section 4.1(f).


 


“Appraisal”:
With respect to the Property or Foreclosed Property, an appraisal of the Property or Foreclosed Property, conducted by an Independent
Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been
prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI”
designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided, that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include
a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount
rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that
a “value” or “appraised value” be used with respect to the Property or Foreclosed Property (as applicable)
shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation
is specifically required (such as the appraised value of the Property as of the Origination Date). With respect to any Appraisal
Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an
updated Appraisal) of the Property will be determined on an “as-is” basis, based upon the current physical condition,
use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal
Reduction Amount”: As of any date of determination and with respect to the Mortgage Loan, an amount equal to the excess
of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest
on each Note at the applicable Note Rate, (B) all unreimbursed Administrative Advances, Property Protection


 






    	-5- 



     


    

 


Advances
and interest on all Advances at the Advance Rate in respect of the Mortgage Loan or the Property and interest on all Companion
Loan Advances, (C) the amount of any Advances and interest thereon previously reimbursed from principal collections on the
Mortgage Loan that have not otherwise been recovered from the Borrower, (D) all currently due and unpaid real estate taxes and
assessments and insurance premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of
the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative
of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under this Agreement over
(ii) the sum of (A) 90% of the appraised value (as determined by an Appraisal) of the Property securing the Mortgage Loan
less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the related Mortgage
Loan Documents plus (B) any escrows with respect to the Mortgage Loan, including for taxes, insurance premiums and ground
rent, if any. The Trust Loan and the Companion Loans shall be treated as a single mortgage loan for purposes of calculating the
Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to
the E Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof, then
to the D Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof, then
to the C Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof, then
to the B Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof, and
then to the A Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof.
Any Appraisal Reduction Amount allocated to the B Notes will be allocated to the Trust B Notes and the Companion Loan B Notes,
on a pro rata and pari passu basis, based on their respective outstanding principal balances thereof. Any Appraisal
Reduction Amount allocated to the A Notes will be allocated to the Trust A Notes and the Companion Loan A Notes, on a pro rata
and pari passu basis (based on their respective outstanding principal balances).


 


“Appraisal
Reduction Event”: With respect to the Mortgage Loan, the earliest of (i) 60 days after an uncured payment delinquency
(other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an
uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within
120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Servicer which provides that such refinancing will occur within 120 days
after the Maturity Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly
Payments or a material adverse economic change with respect to the terms of the Mortgage Loan has become effective, (iv) 60
days after an extension of the Maturity Date of the Mortgage Loan (except for an extension within the time periods described in
clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property securing the
Mortgage Loan on behalf of the Trust or any other creditor, (vi) immediately after the Borrower, any Principal or Guarantor
declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its
debts as they come due or makes an assignment for the benefit of creditors, or (vii) immediately after the Property securing
the Mortgage Loan becomes a Foreclosed Property.


 


“ASR
Consultation Process”: As defined in Section 3.10(n).


 






    	-6- 



     


    

 


“Asset
Status Report”: As defined in Section 3.10(i).


 


“Assignment
of Management Agreement”: With respect to the Property, as defined in the Mortgage Loan Agreement.


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the Property is located to reflect of record
the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether any such
assignment is legally sufficient or in recordable form.


 


“Assumed
Monthly Payment”: With respect to the Trust Loan for any Distribution Date (including any Distribution Date following
a delinquency in the payment of the Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Trustee on behalf
of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan), shall
be equal to the scheduled monthly payment of interest that would have been due in respect of the Trust Loan on its Maturity Date
(excluding the principal portion of the Balloon Payment and Default Interest) and each subsequent Payment Date (or Assumed Payment
Date) if the Trust Loan had been required to continue to accrue interest in accordance with its terms (other than Default Interest),
in effect immediately prior to, and without regard to the occurrence of the Maturity Date or the occurrence of a foreclosure of
the Mortgage Loan or acceptance by the Trustee of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan,
in respect of the Trust Loan on the last Payment Date (or Assumed Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu,
in each case as such terms may have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy
or similar proceeding involving the Borrower or otherwise or a modification, waiver or amendment granted or agreed to by the Servicer
or Special Servicer, as if the Mortgage Loan had not become due on the Maturity Date or such foreclosure or acceptance of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan had not occurred.


 


“Assumed
Payment Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment of the Balloon
Payment or the foreclosure of the Mortgage Loan or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan
Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan, the date that would have been the Payment
Date in such calendar month if the delinquency in the payment of the Balloon Payment or the foreclosure of the Mortgage Loan or
acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable
conversion of the Mortgage Loan had not occurred.


 


“Assumption
Application Fees”: With respect to the Mortgage Loan, any and all assumption application fees actually paid by or on
behalf of the Borrower in accordance with the Mortgage Loan Documents, with respect to any application submitted to the Servicer
or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in the Borrower.


 






    	-7- 



     


    

 






“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrower in accordance with the Mortgage Loan
Documents, with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid
by or on behalf of the Borrower with respect to any transfer of an interest in the Borrower.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Available
Funds”: On each Distribution Date, an amount equal to (i) all amounts (other than Yield Maintenance Premiums and Yield
Maintenance Default Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced in respect
of interest with respect to such Distribution Date (including, without limitation, any Repurchase Price for the Trust Loan or
purchase price of the Mortgage Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds
received by the Trust), plus (ii) if such Distribution Date is the Distribution Date occurring in March of each year (or
February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve
Account for such Distribution Date, minus (iii) an amount equal to the applicable Withheld Amount in the case of the February
Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such
Distribution Date is the final Distribution Date), minus (iv) Trust Fund Expenses, any portion of amounts received in respect
of the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms of the Co-Lender
Agreement and any other Available Funds Reduction Amount for such Distribution Date.


 


“Available
Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during
the related Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“B
Notes”: The promissory notes designated as Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-2-1, Note B-2-2, Note
B-2-3, Note B-2-4, Note B-3-1, Note B-3-2, Note B-3-3, Note B-3-4, Note B-4-1, Note B-4-2, Note B-4-3 and Note B-4-4.


 


“Balloon
Payment”: The payment of the outstanding principal balance of the Mortgage Loan, Trust Loan or a Companion Loan, as
applicable, together with all unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding
principal balance of the Mortgage Loan, the Trust Loan or the Companion Loans become due and payable, whether by declaration of
acceleration, or otherwise.


 


“BANA”:
As defined in the Introductory Statement.


 


“Barclays”:
As defined in the Introductory Statement.


 


“Base
Interest Fraction”: With respect to any principal prepayment on the Mortgage Loan and with respect to any Class of Sequential
Pay Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the positive difference between (i) the Pass-Through
Rate on such Class of Certificates for the related Distribution Date, and (ii) the Prepayment Rate used in calculating the Yield
Maintenance Default Premiums, with respect to such principal prepayment, and (B) whose denominator is the positive difference
between (i) the related Net Trust Note Rate of the Trust Notes and (ii) the Prepayment Rate used in calculating


 






    	-8- 



     


    

 


the
Yield Maintenance Default Premiums, as applicable, with respect to such principal prepayment; provided, however,
that under no circumstances will the Base Interest Fraction be greater than one. If the Prepayment Rate is greater than the Net
Trust Note Rate, then the Base Interest Fraction shall equal zero.


 


“Beneficial
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide
an Investor Certification.


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower
Affiliate”: Any of the Borrower, the Sponsors, any Guarantor (or any replacement guarantor), the general partner or
managing member of any of the foregoing or any of their respective Control Affiliates.


 


“Borrower
Reimbursable Trust Fund Expenses”: The following costs and expenses as a result of the Mortgage Loan becoming specially
serviced: (i) any Liquidation Fees that are due and payable to the Special Servicer under this Agreement in connection with the
exercise of any or all remedies permitted under the Mortgage Loan Agreement to the extent such fees do not exceed one percent
(1.0%) of the liquidation proceeds (except to the extent a customary minimum fee exceeds such amount), (ii) any Work-out Fees
and Special Servicing Fees that are due and payable to the Special Servicer under this Agreement, which fees may be due and payable
under this Agreement on a periodic or continuing basis, to the extent such fees do not exceed (x) 0.25% per annum, in the case
of Special Servicing Fees and (y) one percent (1.0%) of the interest and principal collections on the Mortgage Loan, in the case
of Work-out Fees (in each case under (x) or (y), except to the extent a customary minimum fee exceeds such amount), and (iii)
the costs of all property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal)
that Special Servicer may be required to obtain (for the avoidance of doubt, this does not include the cost of regular annual
inspections required to be borne by Servicer under this Agreement).


 


“Business
Day”: Any day other than a Saturday, Sunday or any other day on which the following are not open for business: (a) national
banks in New York, New York, (b) the place of business of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer or the financial institution that maintains the Collection Account or any Reserve Account in respect of the Mortgage
Loan, or (c) the New York Stock Exchange or the Federal Reserve Bank of New York.


 


“C
Notes”: The promissory notes designated as Note C-1, Note C-2, Note C-3 and Note C-4.


 


“Cash
Management Account”: As defined in the Mortgage Loan Agreement.


 






    	-9- 



     


    

 


“Cash
Management Agreement”: As defined in the Mortgage Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq.,
as amended.


 


“Certificate”:
Any Class A, Class B, Class C, Class D, Class HRR or Class R Certificate.


 


“Certificate
Administrator”: Wells Fargo, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed as herein provided, such certificate administrator. Wells Fargo will perform its obligations through its Corporate
Trust Services division.


 


“Certificate
Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related
Mortgage Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust
Loan as of the close of business on the Distribution Date in such Mortgage Loan Interest Accrual Period; provided that
such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate
Administrator Fee, namely the Trustee Fee, shall be payable to the Trustee.


 


“Certificate
Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.0125% per annum, calculated on the
same interest accrual basis as the Trust Loan. A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee Rate and shall be payable to the Trustee.


 


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


 


“Certificate
Balance”: With respect to each outstanding Class of Sequential Pay Certificates at any date, an amount equal to the
aggregate initial Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts
distributed to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable
to principal and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to
Section 4.1(f). With respect to any individual Certificate in any Class, the product of (x) the Percentage Interest
represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Regular Certificates,
the calendar month preceding the month in which such Distribution Date occurs.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely


 






    	-10- 



     


    

 


for
the purposes of providing, distributing or otherwise making available any reports, statements, communications or other information
as required or permitted to be provided, distributed or made available to a Certificateholder under this Agreement, a Certificateholder
shall include any Beneficial Owner to the extent that the Person providing, distributing or making available such reports, statements,
communications or other information has received from such Beneficial Owner an Investor Certification that such Person is a Beneficial
Owner; and provided further that, solely for the purposes of giving any consent, waiver, request or demand or taking any
action (including, without limitation, selecting or appointing a Directing Certificateholder), any Certificate beneficially owned
by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, the Manager or any
of their sub-servicers, or any of their respective Affiliates or agents, shall be deemed not to be outstanding and the Voting
Rights to which it is entitled and the Certificate Balance of such Certificate shall not be taken into account in determining
whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the Certificates or any Class of Certificates
necessary to take any such action or effect any such consent, waiver, request or demand has been obtained; provided that the foregoing
limitation will not be construed so as to limit or prevent a Controlling Class Certificateholder or the Directing Certificateholder,
solely based on it being an Affiliate of the Special Servicer, from exercising any appointment, consent or consultation rights
it may have under this Agreement solely in its capacity as Controlling Class Certificateholder or Directing Certificateholder
(unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Certificateholder is the Servicer, the
Trustee, the Certificate Administrator, any Borrower Affiliate, any Restricted Party, the Manager or any of the subservicers or
respective Affiliates or agents of the foregoing). Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders
to an amendment of this Agreement, any Certificate beneficially owned by the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer or any of their respective Affiliates shall be deemed to be outstanding; provided that such amendment does
not relate to the termination of, increase in compensation of or material reduction in obligations of, the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer or any of their Affiliates (other than solely in its capacity as a Certificateholder)
in any material respect, in which case such Certificate shall be deemed not to be outstanding.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described
in Section 7.1(e) (other than at the recommendation of the Operating Advisor), the Holders of Certificates evidencing
at least 66-2/3% of the aggregate Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts
to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this Agreement) of all Sequential Pay
Certificates.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical class designation.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 






    	-11- 



     


    

 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-2 hereto and designated as a Class B Certificate.


 


“Class B
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class
HRR Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form
set forth in Exhibit A-5 hereto and designated as a Class HRR Certificate.


 


“Class
HRR Pass-Through Rate”: As set forth in the Trust REMIC section of the Introductory Statement of this Agreement.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class R Certificate. The Class R Certificates have neither a
Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the sole class of residual interests
in the Trust REMIC.


 


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


 


“Clearstream”:
As defined in Section 5.2(a).


 


“Closing
Date”: June 20, 2017.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.


 






    	-12- 



     


    

 


“Cohen”:
Cohen Financial, a Division of SunTrust Bank, and its successors-in-interest.


 


“Co-Lender
Agreement”: As defined in the Introductory Statement.


 


“Collateral”:
The Property securing the Mortgage Loan, the Mortgage Loan Documents assigned with respect to the Mortgage Loan, the Reserve Accounts
(and all sums held, deposited or invested therein and all proceeds thereof) with respect to the Mortgage Loan and all other collateral
that is subject to security interests and liens granted to secure the Mortgage Loan under the terms of the Mortgage Loan Documents.


 


“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and
including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with
respect to any other Distribution Date, the period commencing on and including the date immediately following the Determination
Date relating to the immediately preceding Distribution Date and ending on and including the Determination Date relating to such
Distribution Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: As defined in the Introductory Statement.


 


“Companion
Loan A Notes”: The promissory notes designated as A-1-2, A-1-3, A-1-4, A-2-2, A-2-3, A-2-4, A-3-2, A-3-3, A-3-4, A-4-2,
A-4-3 and A-4-4.


 


“Companion
Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.


 


“Companion
Loan B Notes”: The promissory notes designated as B-1-2, B-1-3, B-1-4, B-2-2, B-2-3, B-2-4, B-3-2, B-3-3, B-3-4, B-4-2,
B-4-3 and B-4-4.


 


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


 


“Companion
Loan Notes”: As defined in the Introductory Statement.


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the


 






    	-13- 



     


    

 


then
current rating assigned to any class of such Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided
that upon receipt of a written waiver or other acknowledgment from a Companion Loan Rating Agency indicating its decision not
to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice,
a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.28(c) of this Agreement,
the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect
to such matter shall not apply.


 


“Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets
of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof).


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).


 


“Confidential
Information”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with respect to the Mortgage Loan, the Loan Parties and the Property, unless such information (i) was already
in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from
a source other than its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available
to the public other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel
or (iv) is required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall
use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate
Administrator shall be permitted to comply with their respective obligations hereunder to make information available to the extent
that such information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


 


“Consultation
Termination Event”: The date on which the Class HRR Certificates no longer have a then-outstanding Certificate Balance
at least equal to 25% of the initial Certificate Balance of such Class, without regard to the application of any Trust Appraisal
Reduction Amounts.


 


“Control
Affiliate”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling,
Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”,
“Control” means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership
interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,”
“Controlling” and “under common Control with” have the respective correlative meanings to such terms.
The Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrower, the Principals or any
Guarantor (or any replacement guarantor), as applicable, to determine whether any Person is a Control Affiliate.


 






    	-14- 



     


    

 


“Control
Event”: With respect to any date of determination, if the Certificate Balance of the Class HRR Certificates on such
date (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class) is less than 25% of the initial Certificate Balance of such Class.


 


“Controlling
Class”: The Class HRR Certificates. No other Class of Certificates will be eligible to act as a Controlling Class or
appoint a Directing Certificateholder. If a Consultation Termination Event has occurred, there shall be no Controlling Class and
no Directing Certificateholder.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer, the
Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Beneficial Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Servicer, Special Servicer or Operating
Advisor, as applicable. The Trustee, the Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on
any such list so provided. Notwithstanding the foregoing, for purposes of determining the Directing Certificateholder, exercising
any rights of the Controlling Class or the Directing Certificateholder or receiving Asset Status Reports or any other information
under this Agreement other than Distribution Date Statements, any holder of any interest in a Controlling Class Certificate who
is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing, or is a Restricted Party, will not be deemed to
be a Holder of the related Controlling Class and will not be entitled to exercise such rights or receive such information, and
any Directing Certificateholder previously appointed or selected by such holder will thereafter not be entitled to exercise any
rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates
would be eligible to exercise such rights, there will be no Directing Certificateholder or Controlling Class.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee 2017-AMO; (ii) with respect to the Certificate Administrator for Certificate transfers and surrenders, at 600 South
4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: CTS : Certificate Transfers
(CMBS) 2017-AMO; and (iii)  with respect to the Certificate Administrator for all other purposes, at 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), 2017-AMO, or the principal corporate trust office of any
successor Trustee or Certificate Administrator, as applicable, qualified and appointed pursuant to Section 8.8.


 


“Credit
Risk Retention Compliance Agreement”: As defined in Section 3.31(a).


 






    	-15- 



     


    

 


“Credit
Risk Retention Rules”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014),
jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department
of Housing and Urban Development (the “Agencies”) to implement the credit risk retention requirements under
Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and
interpretation as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency
or its staff from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, 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 underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such
association or organization in the commercial mortgage loan securitization industry and 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 reasonably acceptable to the Servicer, the Special
Servicer, the Certificate Administrator, and the Trustee.


 


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


 


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


 


“CREFC®
Bond Level File”: The monthly report 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


 






    	-16- 



     


    

 


recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report 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 securities transactions generally and is 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 securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


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


 


“CREFC®
Financial File”: A report 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 containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


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


 


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


 


“CREFC®
Historical Loan Modification Forbearance and Corrected Mortgage Loan Report”: A report substantially in the form
of, and containing the information called for in, the downloadable form of the “Historical Loan Modification Forbearance
and Corrected Mortgage Loan 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 securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 






    	-17- 



     


    

 


“CREFC®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and
on the same interest accrual basis respecting which any related interest payment due or deemed due on the Trust Loan is computed
at the CREFC® Intellectual Property Royalty License Fee Rate (prorated for partial periods).


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust Loan, a rate equal to 0.0005% per
annum.


 


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


 


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


 


“CREFC®
Loan Level Reserve-LOC Report”: The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 securities transactions generally
and is reasonably acceptable to the Servicer.


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available 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 securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


“CREFC®
Loan Periodic Update File”: The monthly report 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 securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File”


 






    	-18- 



     


    

 


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 securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A 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 securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with
the methodology described in such form to “normalize” the full year and year-to-date net operating income and debt
service coverage numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property 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 securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report 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 securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


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


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Liquidation Report” available 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 securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Reports”: Collectively refers to the following reports as such may be amended, updated or supplemented from time
to time as part of the CREFC® “IRP” (Investor


 






    	-19- 



     


    

 


Reporting Package), and any additional reports that become
part of the CREFC® IRP from time to time (if agreed to by the parties hereto):


 


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


 


(ii)       the
following nineteen supplemental reports and templates: (i) CREFC® Comparative Financial Status Report, (ii) CREFC®
Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification Forbearance and Corrected Mortgage
Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® NOI Adjustment
Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List, (viii) CREFC®
Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer Realized Loss
Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi) CREFC®
Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, (xviii) CREFC®
REO Liquidation Report and (xix) CREFC® Loan Modification Report, as such reports may be amended, updated
or supplemented from time to time.


 


“CREFC®
REO Status Report”: A 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 securities transactions generally and is reasonably acceptable to the Servicer.


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a 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 final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Special Servicer Loan File”: The monthly report 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 such other form for the presentation of such information and containing such additional information as may from


 






    	-20- 



     


    

 


time to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and 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 and is reasonably acceptable
to the Servicer.


 


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


 


“Current
Interest Distribution Amount”: With respect to any Distribution Date for any Regular Certificate, interest accruing
during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest
Accrual Period on the outstanding Certificate Balance of such Certificate as of the prior Distribution Date (after giving effect
to distributions of principal and allocations of Realized Losses on such prior Distribution Date).


 


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of
the Certificate Administrator.


 


“Cut-off
Date”: June 1, 2017


 


“D
Notes”: The promissory notes designated as Note D-1, Note D-2, Note D-3 and Note D-4.


 


“Default
Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event
of Default, interest accrued on each Note at the excess of the Default Rate over the applicable Note Rate during the related Mortgage
Loan Interest Accrual Period on the outstanding principal balance of such Note and, to the extent permitted by law, all accrued
and unpaid interest on any other amounts due in respect of the Mortgage Loan, calculated from the date such payment was due without
regard to any grace or cure periods.


 


“Default
Rate”: As defined in the Mortgage Loan Agreement.


 


“Defeasance
Accounts”: As defined in Section 3.24(g).


 


“Defect”:
As defined in the Loan Purchase Agreement.


 


“Deficient
Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer
set forth on Exhibit V), any item (x) regarding such party, (y) prepared by such party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such


 






    	-21- 



     


    

 


information and (z) delivered by or on behalf of such party
pursuant to the delivery requirements under Article 13 of this Agreement that does not conform to the applicable reporting requirements
under the Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


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


 


“Delivery
Date”: As defined in Section 2.1(b).


 


“Depositor”:
As defined in the Introductory Statement.


 


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


 


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


 


“Determination
Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs
or, if such first day is not a Business Day, the immediately succeeding Business Day, commencing July 2017.


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be Core Credit Partners A LLC. Thereafter, the Directing
Certificateholder shall be the Controlling Class Certificateholder (or its representative or designee) as identified to the Certificate
Administrator selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time
to time. No Borrower Affiliate may be appointed as or act as a Directing Certificateholder.


 


“Directing
Certificateholder Asset Status Report Approval Process” As defined in Section 3.10(n).


 


“Directly
Operate”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that
are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of
such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted
by the Trust Fund or the performance of any construction work on the Foreclosed Property (other than the completion of a building
or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that a Foreclosed Property shall not be considered
to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 






    	-22- 



     


    

 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing
arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without
limitation, the Trust, any Loan Party, the Manager, any guarantor, any indemnitor or any other Borrower Affiliate in respect of
the Mortgage Loan or any of their Affiliates and any purchaser of the Mortgage Loan, the Companion Loan or Foreclosed Property)
in connection with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of the Foreclosed
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement,
other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer
is entitled pursuant to Section 3.17 of this Agreement; provided, that any compensation and other remuneration that
the Servicer or Certificate Administrator is permitted to receive or retain pursuant to this Agreement in connection with its
duties in such capacity will not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 8.15(c).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of
Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a
majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International
Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed
by chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the
effect that any transfer of a Class R Certificate to such Person may cause the Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5(a).


 






    	-23- 



     


    

 


“Distribution
Date”: The fourth Business Day after the Determination Date, beginning in July 2017. The first Distribution Date shall
be July 10, 2017.


 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Due
Diligence Service Provider”: As defined in Section 8.15(b).


 


“E
Notes”: The promissory notes designated as Note E-1, Note E-2, Note E-3 and Note E-4.


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a)
an account or accounts maintained with a federal or state-chartered depository institution or trust company that complies with
the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity and that, in the case of a state chartered depository
institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case
a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority,
as applicable. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.


 


“Eligible
Institution”: (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the
short term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1”
by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for 30 days or less (or, in the
case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at
least at least “A+” by S&P, “A1” by Moody’s and “A+” by Fitch); provided
that with respect to KeyBank National Association, the short term unsecured debt obligations, deposits or commercial paper of
which are rated at least “A-2” by S&P, “P-1” by Moody’s, and “F-1” by Fitch (if
rated by Fitch, and if not rated by Fitch, an equivalent or higher rating by at least two other nationally recognized statistical
rating agencies (which may include S&P or Moody’s)) in the case of letters of credit or accounts in which funds are
held for thirty (30) days or less or, in the case of letters of credit or accounts in which funds are held for more than thirty
(30) days, the long-term unsecured debt obligations or deposits of which are rated at least “BBB+” by S&P, “A2”
by Moody’s and “A-” by Fitch (if rated by Fitch, and if not rated by Fitch, an equivalent or higher rating by
at least two other nationally recognized statistical rating agencies (which may include S&P or Moody’s)); provided that
in the case of PNC Bank, National Association, Bank of America, N.A., KeyBank National Association, Wells Fargo Bank, National
Association or SunTrust Bank, so long as the ratings by the Rating Agency for the short term unsecured debt obligations, deposits
or commercial paper and long term unsecured debt obligations or deposits of PNC Bank, National Association, Bank of America, N.A.,
KeyBank National Association, Wells Fargo Bank, National Association or SunTrust Bank, as applicable, do not decrease below the
ratings in effect as of the Origination Date, PNC Bank, National Association, Bank of America, N.A., or Wells Fargo Bank, National
Association, as applicable, will be deemed to be an Eligible Institution or (b) any other depository institution or trust company
insured by the Federal Deposit Insurance Corporation (for which the minimum rating specified in clause (a)


 






    	-24- 



     


    

 


above is not met) maintaining
an account that is the subject of a Rating Agency Confirmation, from the Rating Agency.


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agency (including, in the case of the Operating Advisor, this transaction) but has
not been special servicer or operating advisor on a transaction for which the Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special
servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make
the representations and warranties of the Operating Advisor set forth in Section 2.8, including to the effect that it possesses
sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust;
(c) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Sponsor, any Borrower Affiliate, the Third Party Purchaser, the Directing Certificateholder, or any
of their respective Risk Retention Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer
any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment of, or recommendation
for replacement of the Special Servicer by, a successor special servicer; (e) that (x) has been regularly engaged in the business
of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five (5) years of experience
in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset
management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly
or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates,
the Mortgage Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates,
other than in fees from its role as Operating Advisor.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA
Plan”: As defined in Section 5.3(m).


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended from time to time.


 


“Excess
Servicing Fee Right”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto),
the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall
be the owner of such Excess Servicing Fee Right.


 


“Excess
Servicing Fees”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), that
portion of the Servicing Fees that accrue at a per annum rate equal to the Servicing Fee Rate applicable to the Trust Loan
minus 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation of


 






    	-25- 



     


    

 


KeyBank
pursuant to Section 6.4 (if no successor is appointed in accordance with Section 6.4) or any termination of KeyBank
pursuant to Section 7.1, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
appoint a qualified successor Servicer (which successor may include the Trustee) that meets the requirements of Section 7.2.


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, the initial Asset Status Report (together
with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not
include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder
with respect to such Specially Serviced Mortgage Loan) required to be delivered by the Special Servicer by the Initial Delivery
Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the
Directing Certificateholder pursuant to the Directing Certificateholder Approval Process following completion of the ASR Consultation
Process. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any
Specially Serviced Mortgage Loan in accordance with the procedures described in Section 3.10(i). Each Final Asset Status
Report will be labeled or otherwise identified or communicated as being final.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest.


 


“Foreclosed
Property”: The Property or other Collateral securing the Mortgage Loan, title to which has been acquired on behalf of
or in the name of the Trustee for the benefit of the Trust and Companion Loan Holders through foreclosure, deed in lieu of foreclosure
or otherwise.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6
and 3.14.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


“Form
8-K Disclosure” The information described in the Form 8-K items set forth under the “Item on Form 8-K” column
on Exhibit R hereto.


 


“Form
ABS Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.


 


“Global
Certificate”: As defined in Section 5.2(b).


 


“Guarantor”:
As defined in the Mortgage Loan Agreement.


 


“Guaranty”:
As defined in the Mortgage Loan Agreement.


 






    	-26- 



     


    

 


“Guaranty
(Upfront Gap Rent Deposit)”: As defined in the Mortgage Loan Agreement.


 


“Guaranty
(Upfront TI/LC Deposit)”: As defined in the Mortgage Loan Agreement.


 


“Impermissible
Operating Advisor Affiliate” : As defined in Section 2.12.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 2.12.


 


“Impermissible
TPP Affiliate”: As defined in Section 2.12.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any
material indirect financial interest in the Depositor, the Borrower Affiliates, any Companion Loan Holder, the Trustee, the Certificate
Administrator, the Operating Advisor, the Servicer or the Special Servicer or in any of their respective Affiliates and (ii) is
not connected with the Depositor, the Borrower Affiliates, any Companion Loan Holder, the Trustee, the Certificate Administrator,
the Operating Advisor, the Servicer or the Special Servicer or any of their respective Affiliates as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Property or Foreclosed Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of
comparable properties in the geographic area in which the Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Trust REMIC within the meaning of Section 856(d)(3) of the Code if the Trust REMIC
were a real estate investment trust (except that the ownership test set forth in that Section of the Code shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate
value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which
shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer, the Operating Advisor
or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Operating
Advisor on behalf of the Trustee); provided that the Trust REMIC does not receive or derive any income from such Person
and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee, the
Certificate Administrator and the Operating Advisor (or the Servicer or the Special Servicer on behalf of the Trustee) has received
an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer
(unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself), the Operating Advisor
or the Trust Fund, be to the effect that the taking of any action in respect of any Foreclosed 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


 






    	-27- 



     


    

 


Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.


 


“Initial
Delivery Date”: As defined in Section 3.10(i).


 


“Initial
Purchasers”: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc.
and SG Americas Securities, LLC, and their respective successors-in-interest.


 


“Inquiries”:
As defined in Section 4.5(a)(i).


 


“Institutional
Accredited Investors”: Institutions that are “accredited investors” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.


 


“Insurance
Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement)
other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the Loan Parties
each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under the
terms of the Mortgage Loan Agreement, other than amounts applied to the restoration, preservation or repair of the Property in
accordance with Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to
be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only or (c) any other
amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Loan Parties, to the extent allocable
to the Mortgage Loan under the Mortgage Loan Documents.


 


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates, the sum of the Current
Interest Distribution Amount for such Distribution Date and such Class of Certificates plus the aggregate unpaid Interest Shortfalls
in respect of prior Distribution Dates for such Class of Certificates.


 


“Interest
Reserve Account”: As defined in Section 3.4(f).


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, the amount by which the Current
Interest Distribution Amount for such Class of Certificates and Distribution Date exceeds the portion actually paid in respect
of such Class on such Distribution Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


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


 






    	-28- 



     


    

 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Certificate
Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any Affiliate thereof or
the Special Servicer or any Affiliate thereof has discretion in connection with Investments.


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial
Owner of a Certificate, the Companion Loan Holders, a prospective purchaser of a Certificate, any Loan Seller if it has repurchased
a portion of the Trust Loan in accordance with this Agreement and the Trust Loan Purchase Agreement or the Directing Certificateholder
and that either (a) such Person is not a Borrower Affiliate, a Manager, or an agent or Affiliate of any of the foregoing,
in which case such Person shall have access to all the reports and information made available to Privileged Persons hereunder,
or (b) such Person is a Borrower Affiliate or the Manager, or an agent or Affiliate of the foregoing, in which case such
Person shall be permitted to receive access to the Distribution Date Statements prepared by the Certificate Administrator. The
Investor Certification shall be substantially in the form of Exhibit K-1 or Exhibit K-2 hereto, as applicable,
or may be in the form of an electronic certification contained on the Certificate Administrator’s Website containing the
same information as Exhibit K-1 or Exhibit K-2, as applicable. Investor Certifications may be submitted electronically
via the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications be resubmitted
from time to time in accordance with its policies and procedures.


 


“Investor
Q&A Forum”: As defined in Section 4.5(a).


 


“Investor
Registry”: As defined in Section 4.5(b).


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
As defined in the Introductory Statement.


 


“KeyBank”:
KeyBank National Association, and its successors-in-interest.


 


“Leases”:
With respect to the Property, a “Lease” as defined in the Mortgage Loan Agreement.


 


“Lender”:
As defined in the Mortgage Loan Agreement.


 


“Liquidated
Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of such Property have been recovered.


 






    	-29- 



     


    

 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Mortgage Loan or
the Property (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in connection with the sale of the Mortgage Loan), such expenses including, without
limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee
fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have been previously reimbursed to
the party incurring the same or which were netted against income from any Foreclosed Property and were considered in the calculation
of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Specially
Serviced Mortgage Loan or the Notes, whether through judicial foreclosure, sale or otherwise, or in connection with the sale,
discounted payoff or other liquidation of the Specially Serviced Mortgage Loan or the Property, as to which the Special Servicer
receives any Liquidation Proceeds (including by way of discounted payoff), equal to the product of the Liquidation Fee Rate and
the Net Liquidation Proceeds related to such Liquidated Property, the Specially Serviced Mortgage Loan, the Trust Loan, the Companion
Loans or the Notes; provided that any such Liquidation Fee shall be reduced by any Net Modification Fees paid by the Borrower
with respect to the Specially Serviced Mortgage Loan or the Property that were received and retained by the Special Servicer,
but only to the extent those Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee; and
provided, further, that the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) the
repurchase of all or any portion of the Trust Loan by the Loan Sellers pursuant to the Loan Purchase Agreement (so long as such
repurchase occurs within the ninety (90) day time period required by the Loan Purchase Agreement for the Loan Sellers to cure
or repurchase the Trust Loan or a portion of the Trust Loan, respectively, (including any applicable extended cure periods) or
(ii) a sale of all or any portion of the Mortgage Loan to an Interested Person by the Special Servicer in accordance with Section
3.16.


 


“Liquidation
Fee Rate”: A rate equal to 0.50%.


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Mortgage Loan, the Trust Loan, any Companion Loan, any
Note or the Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff
or other liquidation of the Mortgage Loan, the Trust Loan, any Companion Loan or any Note (other than amounts required to be paid
to the Loan Parties pursuant to law or the terms of the Mortgage Loan Agreement) including the proceeds of any full, partial or
discounted payoff of the Mortgage Loan, the Trust Loan, any Companion Loan or any Note (exclusive of any portion of such payoff
or proceeds that represents Default Interest).


 


“Loan
Party”: Individually or collectively, the Borrower, the Principals and the Guarantor, as the context requires.


 


“Loan
Percentage Interest”: As defined in the Trust Loan Purchase Agreement.


 






    	-30- 



     


    

 


“Loan
Purchase Agreement”: The Trust Loan Purchase and Sale Agreement dated as of the Closing Date, by and among the Loan
Sellers and the Depositor.


 


“Loan
Sellers”: BANA, WFB, Barclays and SG.


 


“Lockbox
Account”: As defined in the Mortgage Loan Agreement.


 


“Lockbox
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Major
Decision”: Any of the following:


 


(i)        any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property) of the
ownership of the Property;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)      any
sale of the defaulted Mortgage Loan or Foreclosed Property for less than the applicable Mortgage Loan Purchase Price;


 


(iv)      any
determination to bring the Property or any Foreclosed Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Foreclosed Property;


 


(v)       any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than if required pursuant to the specific terms of the Mortgage Loan and for which there is no lender
discretion;


 


(vi)      any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such waiver or consent to a transfer of the Property or interests in the Borrower or consent to the incurrence of additional
debt;


 


(vii)     any
changes to the Manager (with respect to the Mortgage Loan for which the lender is required to consent or approve under the Mortgage
Loan Documents);


 


(viii)    releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than those required
pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 






    	-31- 



     


    

 


(ix)      any
acceptance of an assumption agreement releasing the Borrower from liability under the Mortgage Loan other than pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(x)       any
determination of an Acceptable Insurance Default; or


 


(xi)      any
determination by the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect to any Mortgage Loan
Default or Mortgage Loan Event of Default that is anticipated but has not yet occurred based on an imminent default.


 


“Major
Decision Reporting Package”: As defined in Section 9.3(a).


 


“Majority
Controlling Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing
more than fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


 


“Manager”:
As defined in the Mortgage Loan Agreement.


 


“Management
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Material
Breach”: As defined in the Loan Purchase Agreement.


 


“Material
Document Defect”: As defined in the Loan Purchase Agreement.


 


“Maturity
Date”: The Payment Date for the Mortgage Loan occurring in June 2027.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to
by the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees, consent
fees, Special Servicing Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer,
in no event shall either Person be permitted to collect and retain as compensation Modification Fees by such Person from the Borrower
(taken in the aggregate with any other Modification Fees collected and earned by such Person from the Borrower) in an aggregate
amount in excess of $2,750,000 (i.e. shall be subject to an aggregate cap of $2,750,000).


 


“Monthly
Payment”: With respect to the Trust Loan or the Mortgage Loan and any Distribution Date, the scheduled payment of interest
on the Trust Loan or the Mortgage Loan, respectively, and the Balloon Payment with respect to the Trust Loan or the Mortgage Loan,
in each case which is due and payable on the immediately preceding Payment Date.


 


“Monthly
Payment Advance”: Any advance made with respect to the Trust Loan by the Servicer or the Trustee pursuant to Section 3.23(a)
or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each reference to the
reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically


 






    	-32- 



     


    

 


referred to, payment
or reimbursement of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement.


 


“Mortgage”:
As defined in the Mortgage Loan Agreement.


 


“Mortgage
File”: As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.


 


“Mortgage
Loan”: As defined in the Introductory Statement to this Agreement.


 


“Mortgage
Loan Agreement”: As defined in the Introductory Statement.


 


“Mortgage
Loan Default”: A “Default” as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Documents”: All documents executed or delivered by the Loan Parties (or their Affiliates) evidencing or securing
the Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation
the Mortgage Loan Agreement. For the avoidance of doubt, the Mortgage Loan Documents shall not include the Securitization Indemnification
Agreements, and the rights of the Loan Sellers and other parties to the Securitization Indemnification Agreements thereunder will
not be part of the Trust Fund.


 


“Mortgage
Loan Event of Default”: An “Event of Default” as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Interest Accrual Period”: With respect to any Payment Date, the calendar month preceding such Payment Date.


 


“Mortgage
Loan Purchase Price”: An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance
of the Mortgage Loan, (ii) accrued and unpaid interest on each Note at the related Note Rate through and including the last day
of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection
Advances and Administrative Advances and fees and amounts owed to the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee together with interest on Advances, (iv) an amount equal to the sum of (A) all interest
on outstanding Monthly Payment Advances and (B) all interest on and all unreimbursed Companion Loan Advances and (v) any unpaid
Trust Fund Expenses and any amounts owed to the parties to this Agreement or any Other Pooling and Servicing Agreement with respect
to the related Companion Loan.


 


“Net
Foreclosure Proceeds”: The Foreclosure Proceeds with respect to any Foreclosed Property net of any insurance premiums,
taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.


 


“Net
Liquidation Proceeds”: The excess of Liquidation Proceeds received with respect to the Property or the Mortgage Loan,
as the case may be, over the amount of Liquidation Expenses incurred with respect thereto.


 






    	-33- 



     


    

 


“Net
Modification Fees”: With respect to the Mortgage Loan, the sum of (A) the remainder, if any, of (i) any and
all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan,
minus (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and Companion
Loan Advances and interest on such Advances and Companion Loan Advances at the Advance Rate to the extent not otherwise paid or
reimbursed by the Borrower but excluding Special Servicing Fees, Work-out Fees and Liquidation Fees) either outstanding or previously
incurred on behalf of the Trust or the Other Securitization Trust with respect to the Mortgage Loan and reimbursed from such Modification
Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which expenses have been subsequently recovered from the Borrower or otherwise.


 


“Net
Proceeds”: As defined in the Mortgage Loan Agreement.


 


“Net
Trust Note Rate”: With respect to any Trust Note and any Distribution Date, the annualized rate at which interest would
have to accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive
of Default Interest) actually accrued on such Trust Note during the related Mortgage Loan Interest Accrual Period; provided,
however, that for purposes of calculating Pass-Through Rates, each Net Trust Note Rate shall be determined without regard
to any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Servicer, the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrower, or otherwise; provided, further,
however, that (i) the Net Trust Note Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Dates in
(a) January and February in each year that is not a leap year or (b) in February only in each year that is a leap year (in the
case of either (a) or (b), unless the related Distribution Date is the final Distribution Date), shall be the annualized rate
at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive
of Default Interest) actually accrued on such Trust Note during such Mortgage Loan Interest Accrual Period, minus the applicable
Withheld Amounts and (ii) the Net Trust Note Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Date in
March (or February, if the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest
would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount
of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate, the
Operating Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest)
actually accrued on such Trust Note during such Mortgage Loan Interest Accrual Period, plus the applicable Withheld Amounts.


 


“New
Lease”: Any lease with respect to the Foreclosed Property entered into at the direction of the Special Servicer on behalf
of the Trust, including any lease renewed,


 






    	-34- 



     


    

 


modified or extended on behalf of the Trust, if the Trust has the right to renegotiate
the terms of such lease.


 


“Non-Book
Entry Certificates”: As defined in Section 5.2(c).


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated action will not cause (i) the Trust REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding or (ii) a “prohibited transaction” or “prohibited contributions”
tax to be imposed on the Trust REMIC at any time that any Certificates are outstanding.


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable
business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Mortgage Loan or the Property (in the case
of Property Protection Advances or Administrative Advances) or the Trust Loan (in the case of Monthly Payment Advances) or from
funds on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other things) the items listed
in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.3(f).


 


“Non-U.S.
Person”: A Person that is not a U.S. Person.


 


“Note
Rate”: With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the Mortgage
Loan Agreement without giving effect to the Default Rate.


 


“Notes”:
As defined in the Introductory Statement to this Agreement.


 


“NRSRO”:
Any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, including
the Rating Agency.


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including
the Rating Agency) or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation
on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that
(a) such NRSRO is a Rating Agency, or (b) that such NRSRO has provided the Depositor with the appropriate certifications
under paragraph (e) of Rule 17g-5, such NRSRO has access to the Depositor’s 17g-5 Internet website and any confidentiality
provisions relating to information on the Depositor’s 17g-5 Internet website apply equally to information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    	-35- 



     


    

 


“Offering
Circular”: The Offering Circular, dated June 2, 2017, for the Certificates.


 


“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President or
a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, any Loan Seller
or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any
of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject and (ii) with respect to the Certificate
Administrator and the Trustee, a Responsible Officer.


 


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


 


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


 


“Operating
Advisor Consultation Event”: The event that occurs when the Certificate Balance of the Class HRR Certificates (as notionally
reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a) of this Agreement)
are equal to or less than 25% of the initial Certificate Balance of such Class.


 


“Operating
Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision on which the Operating Advisor has consultation
obligations and performed its duties with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser
amount as actually received from the Borrower with respect to such Mortgage Loan), payable pursuant to Section 3.26(h)
of this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the Operating
Advisor Consulting Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrower
if it determines that such full or partial waiver is in accordance with Accepted Servicing Practices (provided that the
Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any
such waiver or reduction), but may in no event take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection.


 


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


 


“Operating
Advisor Fee”: With respect to the Mortgage Loan, the fee payable to the Operating Advisor pursuant to Section 3.26(h).


 


“Operating
Advisor Fee Rate”: With respect to the Mortgage Loan, a per annum rate of 0.00582%.


 






    	-36- 



     


    

 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender), and not for any particular class of Certificateholders, as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment, but without regard to any conflict of interest arising from any relationship that the
Operating Advisor or any of its Affiliates may have with the Borrower, the Manager, the Sponsor, the Guarantor, a Loan Seller,
the Depositor, the Servicer, the Special Servicer, the Directing Certificateholder, any Certificateholder or any of their respective
Affiliates.


 


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


 


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


 


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


 


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


 


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


 






    	-37- 



     


    

 


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


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating
Advisor, the Servicer or the Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Origination
Date”: May 12, 2017.


 


“Other
Depositor”: With respect to any Other Securitization Trust, the related “depositor” (within the meaning
of Item 1101(e) of Regulation AB).


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer, operating advisor or depositor
under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form
10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement;
and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and
for the purposes of Sections 13.7, 13.8, 13.9 and 13.16 only, the trustee, certificate administrator,
master servicer, special servicer, operating advisor or depositor under the related Other Pooling and Servicing Agreement that
is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified
in writing to the parties to this Agreement.


 


“Other
Pooling and Servicing Agreement”: The applicable pooling and servicing agreement or other applicable comparable agreement
governing the creation of any Other Securitization Trust and the issuance of securities with respect to any Companion Loan (or
any portion thereof or interest therein).


 


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


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below at which interest accrues
on the Certificate Balance of such Class as set forth in the Introductory Statement to this Agreement.


 






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	Class
of Certificates
	 	Pass-Through
                                         Rate

        

	Class A
    Certificates	 	Class A
    Pass-Through Rate
	Class B
    Certificates	 	Class B
    Pass-Through Rate
	Class C
    Certificates	 	Class C
    Pass-Through Rate
	Class D
    Certificates	 	Class D
    Pass-Through Rate
	Class
    HRR Certificates	 	Class
    HRR Pass-Through Rate


 


“Payment
Date”: The first day of each calendar month during the term of the Mortgage Loan or, if such day is not a Business Day,
the immediately succeeding Business Day.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the initial Certificate Balance of such Certificate
divided by the initial Certificate Balance of all of the Certificates of the related Class. With respect to the Class R Certificates,
the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Permitted
Encumbrances”: As defined in the Mortgage Loan Agreement.


 


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


 


(i)            direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted
Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of
the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency
bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations
mature in


 






    	-39- 



     


    

 


60 days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations
mature in 365 days or less;


 


(ii)           federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities
of not more than 365 days of any commercial bank organized under the laws of the United States of America or any state thereof
or the District of Columbia, the short-term debt obligations of which are rated (a) “A-1+” (or the equivalent) by
S&P and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or
the equivalent) by S&P, and that (1) is at least “adequately capitalized” (as defined in the regulations of its
primary Federal banking regulator) and (2) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000,
(b) in one of the following Moody’s rating categories: (1) for maturities less than one month, a long-term rating of “A2”
or a short-term rating of “P-1”, (2) for maturities between one and three months, a long-term rating of “A1”
and a short-term rating of “P-1”, (3) for maturities between three months to six months, a long-term rating of “Aa3”
and a short-term rating of “P-1” and (4) for maturities over six months, a long-term rating of “Aaa” and
a short-term rating of “P-1”, and (c) if not rated by the Rating Agency, otherwise acceptable to the Rating Agency,
and in any such case as confirmed in a Rating Agency Confirmation relating to the Certificates;


 


(iii)          deposits
that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


 


(iv)         commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) with maturities of not more than 365 days, (A) in the case of
such investments with maturities of thirty (30) days or less, the short term obligations of which are rated at least “A-1+”
by S&P (or “A-1” by S&P, if the obligations mature within 60 days) (or, in the case of any such Rating Agency,
such lower rating as is the subject of a Rating Agency Confirmation) 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 S&P or, if not so rated by any such Rating Agency,
otherwise acceptable to each Rating Agency) and (B) in one of the following Moody’s rating categories: (i) for maturities
less than one month, a long-term rating of “A2” or a short-term rating of “P-1”, (ii) for maturities between
one and three months, a long-term rating of “A2” or a short-term rating of “P-1”, (iii) for maturities
between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1” and (iv)
for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1”; provided,
however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity,
which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate
index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to their
maturity;


 






    	-40- 



     


    

 


(v)          any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in
clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from each of S&P
and Moody’s;


 


(vi)          the
Wells Fargo Advantage Government Money Market Fund, so long as it is rated by each of S&P and Moody’s in its highest
money market fund ratings category (or, if not rated by S&P or Moody’s, as otherwise acceptable to S&P, and as confirmed
in a Rating Agency Confirmation relating to the Certificates);


 


(vii)        any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment;
and


 


(viii)       such
other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation


 


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


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions
or fees, property condition


 






    	-41- 



     


    

 


report fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates
in connection with any services performed by such party with respect to the Mortgage Loan or the Foreclosed Property in accordance
with this Agreement.


 


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


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(m).


 


“Plan
Fiduciary”: As defined in Section 5.3(m).


 


“Prepayment
Rate”: As defined in the Mortgage Loan Agreement.


 


“Prime
Rate”: The “prime rate” published in the “Money Rates” section of The Wall Street Journal;
if The Wall Street Journal ceases to publish the “prime rate”, then the Servicer 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 Servicer shall reasonably select
a comparable interest rate index.


 


“Principal”:
As defined in the Mortgage Loan Agreement.


 


“Principal
Distribution Amount”: For each Distribution Date, the sum of (i) the Regular Principal Distribution Amount for
such Distribution Date and (ii) the aggregate unpaid Principal Shortfalls in respect of prior Distribution Dates.


 


“Principal
Shortfall”: For each Distribution Date, the amount by which the Regular Principal Distribution Amount for such Distribution
Date exceeds the amount actually distributed in respect of principal to the Certificates on such Distribution Date.


 


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


 






    	-42- 



     


    

 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder, on the one hand, and the Trustee, the
Servicer or the Special Servicer, on the other hand, related to the Specially Serviced Mortgage Loan or the exercise of the Directing
Certificateholder’s consent or consultation rights under this Agreement, (ii) strategically sensitive information that the
Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations
with the Borrower or other interested party or (iii) information subject to attorney-client privilege; provided, however,
that the Certificate Administrator shall not be under any obligation to review whether any inquiry or response contains such direct
communication with the Directing Certificateholder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as evidenced by written advice of counsel (which
will be an additional expense of the Trust) delivered to each of the Servicer, the Special Servicer, the Directing Certificateholder,
the Operating Advisor, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree
to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, any Companion Loan Holder, Loan Seller or Directing Certificateholder that delivers
an Investor Certification, and any other Person who provides the Certificate Administrator with an Investor Certification and
any NRSRO that delivers an NRSRO Certification to the Certificate Administrator, which Investor Certification and NRSRO Certification
may be submitted electronically via the Certificate Administrator’s Website. For purposes of obtaining access to information
in the possession of the Certificate Administrator and/or receiving any information or report from the Certificate Administrator’s
Website (including accessing the Investor Q&A Forum), other than Distribution Date Statements only, each Borrower Affiliate,
the Manager, and any of their respective agents or Affiliates (in each case, as evidenced by an Investor Certification in the
form of Exhibit K-2 hereto) shall be deemed to not be a “Privileged Person”.


 


“Pro
Rata and Pari Passu Basis”: As defined in the Co-Lender Agreement.


 


“Property”:
As defined in the Mortgage Loan Agreement.


 


“Property
Protection Advances”: As defined in Section 3.23(b).


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor or an Affiliate of the Operating
Advisor, (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating


 






    	-43- 



     


    

 


Advisor in respect
of its obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by
the Operating Advisor for the replacement special servicer to become a Special Servicer, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor
for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders
and (vi) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Rated
Final Distribution Date”: The Distribution Date in June 2035.


 


“Rating
Agency”: S&P.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic format) by the
Rating Agency that a proposed action, failure to act or other event so specified in this Agreement, the Co-Lender Agreement or
the Mortgage Loan Documents 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) immediately prior to the occurrence of the
action, failure to act or other event with respect to which Rating Agency Confirmation is sought; provided that a written waiver
(which may be in electronic format) or other acknowledgment from such Rating Agency indicating its decision not to review or to
decline to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for
the Rating Agency Confirmation from such Rating Agency with respect to such matter, as set forth in Section 3.27; provided
that with respect to any matter affecting a Companion Loan, so long as a Companion Loan (or any portion thereof) is subject
to a securitization transaction, any Rating Agency Confirmation shall also refer to the Companion Loan Rating Agency Confirmation
from each related Companion Loan Rating Agency to the extent provided in Section 3.28(c). At any time during which no Certificates
are rated by the Rating Agency, no Rating Agency Confirmation shall be required from the Rating Agency.


 


“Rating
Agency Inquiry”: As defined in Section 4.5(d).


 


“Rating
Agency Q&A Forum and Servicer Document Request Tool”: As defined in Section 4.5(d).


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate
Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the
outstanding principal balance of the Trust Loan after giving effect to (a) any payments of principal received with respect
to the Payment Date occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal
balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 






    	-44- 



     


    

 


“Record
Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs.


 


“Regular
Certificates”: The Class A, Class B, Class C, Class D and Class HRR Certificates.


 


“Regular
Principal Distribution Amount”: For each Distribution Date, the sum of (a) all amounts collected or advanced in respect
of principal with respect to the Trust Loan during the related Collection Period and (b) the principal portion of the Repurchase
Price or any purchase price, all amounts received in respect of principal from Net Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds or otherwise received in respect of principal on the Trust Loan.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. Each of the parties
hereto acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered
and reporting were required at all times.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Relevant
Action”: As defined in Section 3.28(c).


 


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


 


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


 


“REMIC
Provisions”: Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections
860A through 860G of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the
Treasury.


 


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


 


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


 


“REO
Management Fee”: As to the Property when it is Foreclosed Property, a fee payable out of the Foreclosed Property Account
to the Successor Manager for managing the


 






    	-45- 



     


    

 


Property while it is owned by the Trust Fund, which shall be reasonable and customary
in the market in which the Property is located.


 


“Reporting
Servicer”: The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the
case may be.


 


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the whole Trust Loan pursuant to Section 2.7, the Mortgage
File, and with respect to the repurchase of a portion of the Trust Loan with respect to the Property or Foreclosed Property, as
applicable, the new promissory note, mortgage and other documents evidencing the new mortgage loan created as a result of the
release of the cross-collateralization provisions of the Mortgage Loan Agreement.


 


“Repurchase
Price”: An amount (without duplication) equal to (a) with respect to the Trust Loan, the sum of (i) the unpaid principal
balance of the Trust Loan, (ii) accrued and unpaid interest on the Trust Loan at the weighted average of the Note Rates (exclusive
of the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase
is to occur (or, in the case of a repurchase of a portion of the Trust Loan, an amount equal to the aggregate accrued and unpaid
interest at the weighted average of the Note Rates (exclusive of the Default Rate) on the portion(s) of the amount in clause (i)
being reduced from the principal balance of the Trust Loan), (iii) unreimbursed Property Protection Advances and Administrative
Advances together with interest on Advances allocable to the Trust Loan pursuant to the Co-Lender Agreement, (iv) an amount equal
to all interest on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses allocable to the Trust Loan pursuant
to the Co-Lender Agreement and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer,
Special Servicer, Certificate Administrator, Trustee or Operating Advisor arising out of the enforcement of the repurchase obligation,
and (b) with respect to any repurchase by a single Loan Seller of any of such Loan Seller’s individual Trust Notes, the
sum of (i) the unpaid principal balance of such Trust Note, (ii) accrued and unpaid interest on such Trust Note at the related
Note Rate (exclusive of the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in
which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances (in each case, allocable
to such Trust Note pursuant to the Co-Lender Agreement) together with interest on Advances, (iv) an amount equal to all interest
on outstanding Monthly Payment Advances (allocable to such Trust Note pursuant to the Co-Lender Agreement), (v) any unpaid Trust
Fund Expenses (allocable to such Trust Note pursuant to the Co-Lender Agreement) and (vi) any other out-of-pocket expenses reasonably
incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator, Trustee or Operating Advisor
arising out of the enforcement of the repurchase obligation (allocable to such Trust Note pursuant to the Co-Lender Agreement).
No Liquidation Fee shall be paid by the Loan Sellers in connection with a repurchase of the Trust Loan (or a portion of the Trust
Loan) due to a Material Breach or a Material Document Defect pursuant to the Loan Purchase Agreement, so long as such repurchase
occurs within the ninety (90) day time period required by the Loan Purchase Agreement for the Loan Sellers or a Loan Seller to
cure or repurchase the Trust Loan or a portion of the Trust Loan, respectively, (including any applicable extended cure periods).


 






    	-46- 



     


    

 


“Repurchase
Request”: With respect to the Trust Loan, any request or demand whether oral or written that the Trust 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 2.2(d).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.2(d).


 


“Repurchased
Note”: As defined in Section 3.30(a).


 


“Repurchasing
Seller”: As defined in Section 3.30(a).


 


“Requesting
Holders”: As defined in Section 3.7(e).


 


“Requesting
Party”: As defined in Section 3.27.


 


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment
Advance (taking into account any Trust Appraisal Reduction Amount as of such Distribution Date) that would be required to be made
on the related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Payment (or an Assumed Monthly
Payment) for the related Payment Date (or an assumed Payment Date) less (b) the aggregate compensation payable on such Remittance
Date to the Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that constitutes
the Trustee Fee), to the Operating Advisor in respect of the Operating Advisor Fee and to CREFC® in respect of
the CREFC® Intellectual Property Royalty License Fee.


 


“Required
Third Party Purchaser Retention Amount”: $9,103,023.64 of the Certificate Balance of the Risk Retention Certificates.


 


“Reserve
Account”: Any “Reserve Fund” (as defined in the Mortgage Loan Agreement).


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for the administration
of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by
the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, and in
the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose
name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee
or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 






    	-47- 



     


    

 


“Restricted
Party”: As defined in the Mortgage Loan Agreement.


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retaining
Sponsor”: BANA.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated”
are defined in Section 244.2 of the Credit Risk Retention Rules.


 


“Risk
Retention Certificates”: The Class HRR Certificates.


 


“Risk
Retention Period”: The period from the Closing Date until the date that is the earliest of (i) the latest of (A) the
date on which the total unpaid principal balance of the Trust Loan has been reduced to 33% of the total unpaid principal balance
of the Trust Loan as of the Cut-off Date; (B) the date on which the total outstanding Certificate Balance of the Certificates
has been reduced to 33% of the total outstanding Certificate Balance of the Certificates as of the Closing Date; (C) two years
after the Closing Date, (ii) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably withheld),
the date on which the Credit Risk Retention Rules have been officially repealed or abolished in their entirety or officially determined
by the relevant regulatory agencies to be no longer applicable to the transaction or the Risk Retention Certificates, or (iii)
the date on which the Mortgage Loan has been defeased in accordance with §244.7(b)(8)(i) of the Credit Risk Retention Rules.


 


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


 


“Rule 15Ga-1
Notice”: As defined in Section 2.2(d).


 


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


 


“Rule
144A”: As defined in Section 5.2(b).


 


“Rule
144A Global Certificate”: As defined in Section 5.2(b).


 


“Rule
144A Information”: As defined in Section 3.21(c).


 


“Rule
144A Information Recipients”: As defined in Section 3.21(c).


 


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


 


“Sarbanes-Oxley
Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with
such Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange
Act.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors-in-interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or


 






    	-48- 



     


    

 


other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Servicer, the Directing Certificateholder and the Special Servicer
and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Securitization
Indemnification Agreements”: (i) The indemnification agreement, dated as of May 26, 2017, among the Depositor, the Initial
Purchasers, the Loan Sellers, the Borrower and the Guarantor, (ii) the indemnification agreement, dated as of June 2, 2017, among
the Depositor, the Initial Purchasers, the Loan Sellers, the Borrower and the Guarantor, and (iii) the indemnification agreement,
dated as of June 20, 2017, among the Depositor, the Initial Purchasers, the Loan Sellers, the Borrower and the Guarantor.


 


“Sequential
Pay Certificates”: The Certificates other than the Class R Certificates.


 


“Servicer”:
KeyBank, or if any successor Servicer is appointed as herein provided, such successor servicer.


 


“Servicer
Customary Expense”: As defined in Section 3.17.


 


“Servicer
Investment Personnel”: As defined in Section 6.5(a).


 


“Servicer
Servicing Personnel”: As defined in Section 6.5(a).


 


“Servicer
Termination Event”: As defined in Section 7.1(a).


 


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


 


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


 


“Servicing
Fee”: With respect to the Trust Loan, each Companion Loan and any Foreclosed Property, a fee payable monthly to the
Servicer pursuant to Section 3.17, (which includes the Excess Servicing Fee), that will accrue at the Servicing Fee
Rate, computed on the basis of the same principal amount, on the same interest accrual basis, and for the same Mortgage Loan Interest
Accrual Period respecting which any related interest payment on the Trust Loan or such Companion Loan, as the case may be, is
(or would have been) computed.


 


“Servicing
Fee Rate”: With respect to the Trust Loan, 0.0025% per annum; and with respect to the Companion Loans, 0.00125%
per annum.


 






    	-49- 



     


    

 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee,
the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer, that is performing activities that
address the Applicable Servicing Criteria as of any date of determination.


 


“Servicing
Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee
and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


 


“Servicing-Released
Bid”: As defined in Section 7.2(b).


 


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


 


“SG”:
As defined in the Introductory Statement.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
Mortgage Loan Documents. The parties to this Agreement acknowledge that that in the event the Property securing a Companion Loan
is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
Trust that includes such Companion Loan, the date on which quarterly financial statements are required to be delivered to the
related lender under the Mortgage Loan Documents is, with respect to net operating income information, forty-five (45) days following
the end of each fiscal quarter, subject to the terms of the Mortgage Loan Agreement.


 


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


 


“Similar
Law”: As defined in Section 5.3(m).


 


“Special
Notice”: As defined in Section 5.6.


 


“Special
Servicer”: Cohen, or if any successor special servicer is appointed as herein provided, such successor special servicer.


 


“Special
Servicer Customary Expenses”: As defined in Section 3.17.


 


“Special
Servicer Investment Personnel”: As defined in Section 6.5(b).


 


“Special
Servicer Servicing Personnel”: As defined in Section 6.5(b).


 


“Special
Servicer Termination Event”: As defined in Section 7.1(a).


 






    	-50- 



     


    

 


“Special
Servicing Fee”: If the Mortgage Loan becomes a Specially Serviced Mortgage Loan, a fee payable monthly to the Special
Servicer equal to an amount computed on the basis of the same principal amount and for the same period respecting which any related
interest payment on the Specially Serviced Mortgage Loan is computed, at a rate of 0.25% per annum until the Special Servicing
Loan Event with respect to the Specially Serviced Mortgage Loan no longer exists. Such fee shall be in addition to, and not in
lieu of, any other fee or other sum payable to the Special Servicer under this Agreement.


 


“Special
Servicing Loan Event”: With respect to the Trust Loan or the Mortgage Loan, (i) the Borrower has not made two consecutive
Monthly Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents)
in respect of the Mortgage Loan; (ii) the Servicer and/or the Trustee have made two consecutive Monthly Payment Advances
with respect to the Trust Loan or the Mortgage Loan (regardless of whether such Monthly Payment Advances have been reimbursed);
(iii) the Borrower fails to make the entire Balloon Payment when due, and the Borrower has not delivered to the Servicer,
on or before the due date of such Balloon Payment, a written refinancing commitment from an acceptable lender or contract of sale
to a third party, in either case, subject to only normal closing conditions and reasonably satisfactory in form and substance
to the Special Servicer that provides that such refinancing or sale will occur within 120 days after the date on which such Balloon
Payment will become due (provided that a Special Servicing Loan Event will occur 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 Servicer
is required to make a Monthly Payment Advance at any time prior to such refinancing); (iv) the Servicer and/or Special Servicer
has received notice that the Borrower has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted
in writing the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer
and/or Special Servicer has received notice of a foreclosure or threatened foreclosure of any lien on the Property; (vi) the
Borrower has expressed in writing to the Servicer or Special Servicer an inability to pay the amounts owed under the Mortgage
Loan in a timely manner, (vii) in the judgment of the Servicer and/or Special Servicer (consistent with Accepted Servicing
Practices), a default in the payment of principal or interest under the Mortgage Loan is reasonably foreseeable; or (viii) a
default under the Mortgage Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal or interest)
and which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder has occurred and
remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no grace period is specified,
60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the circumstances described
in clauses (i), (ii) and (iii) above, when the Borrower has brought the Mortgage Loan current and with respect
to clauses (i) and (ii) above, thereafter made three consecutive full and timely Monthly Payments on the Mortgage
Loan, including, in the case of any of clauses (i), (ii) or (iii) above, including pursuant to the workout
of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi),
(vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent
with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described
above) that would constitute a Special Servicing Loan Event.


 


“Specially
Serviced Mortgage Loan”: The Mortgage Loan during the occurrence of a Special Servicing Loan Event.


 






    	-51- 



     


    

 


“Sponsors”:
A subsidiary of Simon Property Group, L.P. and a subsidiary of Commingled Pension Trust Fund (Strategic Property) of JPMorgan
Chase Bank, N.A., or any of their respective parents, Affiliates, or subsidiaries.


 


“Startup
Day”: As defined in Section 12.1(c).


 


“Subsequent
Asset Status Report”: As defined in Section 3.10(i).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities industry) of the Mortgage Loan but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority
of the Servicer (or a Sub-Servicer of the Servicer), the Special Servicer or an Additional Servicer (or a Sub-Servicer of an Additional
Servicer).


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with
respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor
Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust, to serve
as manager of a Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency,
will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or

any Companion Loan Securities by such Rating Agency.


 


“Tax
Matters Person”: The Person designated as the “tax matters person” of the Trust REMIC, pursuant to Treasury
Regulations Section 1.860F-4(d).


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(g).


 


“Terminating
Party”: As defined in Section 7.1(g).


 


“Third
Party Purchaser”: Core Credit Partners A LLC, or any Person that purchases the Certificates comprising the Required
Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


“Third
Party Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be
established at the direction of the Retaining Sponsor for the benefit of the Holders of the Risk Retention Certificates.


 


“Transaction
Parties”: As defined in Section 5.3(m).


 






    	-52- 



     


    

 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Del Amo Fashion Center Trust 2017-AMO”.


 


“Trust
A Notes”: The promissory notes designated as Note A-1-1, Note A-2-1, Note A-3-1 and Note A-4-1, collectively.


 


“Trust
Appraisal Reduction Amount”: Any portion of the Appraisal Reduction Amount allocated to the Trust Notes.


 


“Trust
B Notes”: The promissory notes designated as Note B-1-1, Note B-2-1, Note B-3-1 and Note B-4-1, collectively.


 


“Trust
Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust
Notes together with the Mortgage File (exclusive of the original Companion Loan Notes) relating thereto; (ii) all scheduled
and unscheduled payments on or collections in respect of the Trust Notes; (iii) any Foreclosed Property (but only to the
extent of the Trust’s interest in such Foreclosed Property); (iv) all revenues received in respect of any Foreclosed
Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (v) the Servicer’s, Special
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Property required to be maintained
pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s interest therein); (vi) any
indemnities or guaranties given as additional security for the Trust Notes (but only to the extent of the Trust’s interest
therein); (vii) all funds deposited in the Collection Account (but only to the extent of the Trust’s interest therein),
the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided
herein); (viii) any environmental indemnity agreements relating to the Property (but only to the extent of the Trust’s
interest therein); (ix) the rights and remedies of the Depositor under the Loan Purchase Agreement; (x) the security
interest in the Reserve Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s interest
therein); and (xi) the proceeds of any of the foregoing.


 


“Trust
Fund Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without
limitation, all interest on Advances and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the Borrower
or deemed a Nonrecoverable Advance) and all other amounts (such as indemnification payments, Special Servicing Fees, Work-out
Fees and Liquidation Fees), in each case, permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, the
Special Servicer, the Operating Advisor or the Certificate Administrator (on behalf of itself or the Trustee), as applicable,
from the Collection Account or the Distribution Account pursuant to this Agreement.


 


“Trust
Loan”: As defined in the Introductory Statement.


 


“Trust
Note Rate”: With respect to any Trust Note, the Note Rate of such Trust Note.


 






    	-53- 



     


    

 


“Trust
Notes”: As defined in the Introductory Statement.


 


“Trust
REMIC”: A REMIC comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund.


 


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


 


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5 which will accrue at the Trustee Fee Rate.


 


“Trustee
Fee Rate”: As described in the definition of “Certificate Administrator Fee Rate”.


 


“Uninsured
Cause”: With respect to the Mortgage Loan, any cause of damage to the Property subject to the Mortgage such that the
complete restoration of the Property is not fully reimbursable (but without regard to any applicable deductible provisions) by
any insurance policy required to be maintained with respect thereto pursuant to the terms of the Mortgage Loan Documents or this
Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage
Loan or upon foreclosure or liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during
the related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on the Mortgage Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At any time that any Certificates are


 


 



    	-54- 



     


    




 


outstanding,
the Voting Rights shall be allocated among the respective Classes of Certificates (other than the Class R Certificates) in amount
(expressed as a percentage) equal to the aggregate Certificate Balance (and in connection with certain votes under this Agreement,
taking into account any notional reduction in the Certificate Balance for the Trust Appraisal Reduction Amount allocated to the
Certificates) of the Class, in each case, determined as of the prior Distribution Date, divided by the aggregate Certificate Balance
(and in connection with certain votes under this Agreement, taking into account any notional reduction in the Certificate Balance
for the Trust Appraisal Reduction Amount allocated to the Certificates) of all Classes of Sequential Pay Certificates, in each
case determined as of the prior Distribution Date. The Class R Certificates shall not be entitled to any Voting Rights.


 


“Weighted
Average Note Rate”: With respect to any Distribution Date and the Mortgage Loan, the weighted average of the Note Rates
(weighted based on the outstanding principal balance of the related Note as of such date).


 


“Wells
Fargo”: Wells Fargo Bank, National Association, a national banking association, and its successors-in-interest.


 


“WFB”:
As defined in the Introductory Statement.


 


“Withheld
Amounts”: As defined in Section 3.4(f).


 


“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal
and interest (other than Default Interest) made on the Mortgage Loan following the execution of a written agreement with the applicable
Loan Parties negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following resolution of such
Special Servicing Loan Event by such agreement (for so long as another Special Servicing Loan Event with respect to the Mortgage
Loan does not occur); provided that any such Work-out Fee shall be reduced by any Net Modification Fees paid by the Borrower
with respect to the Mortgage Loan that were received and retained by the Special Servicer, but only to the extent those Net Modification
Fees have not previously been deducted from a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee will be reduced
to an amount (but not to an amount less than zero) until the aggregate amount of such reductions equals such Net Modification
Fees).


 


“Yield
Maintenance Default Premium”: As defined in the Mortgage Loan Agreement.


 


“Yield
Maintenance Premium”: As defined in the Mortgage Loan Agreement.


 


1.2.          Interpretation. 
(a)  Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Mortgage
Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, such reference shall be to the Collection
Period, Mortgage Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, as applicable, occurring
immediately preceding or most recently ended prior to, as applicable, such Distribution Date.


 






    	-55- 



     


    

 


(b)           Whenever
this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall be to the
Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)           The
words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.


 


(d)           Calculations
of interest on the Regular Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


1.3.          Certain
Calculations in Respect of the Trust Loan or the Mortgage Loan.  (a)  All amounts collected by or on
behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof
necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in
accordance with the Loan Documents) shall be applied to amounts due and owing under the Mortgage Loan Documents and the
Co-Lender Agreement (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express
provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for
purposes of calculating distributions hereunder after a Mortgage Loan Event of Default, all such amounts collected that are
not required to be distributed to the Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be
applied in the following order of priority: first, as a recovery of any unreimbursed Advances plus interest accrued
thereon at the Advance Rate and, if applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund Expenses; second,
as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections
with respect to the Mortgage Loan or the Trust Loan, as applicable; third, as a recovery of accrued and unpaid
interest on the Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of the excess of
(i) accrued and unpaid interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without giving
effect to any increase in such Net Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan
Event of Default) through and including the end of the Mortgage Loan Interest Accrual Period in which such collections
were received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of
the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in
connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery
of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid
interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes (on a pro rata basis), Trust B
Notes (on a pro rata basis), C Notes (on a pro rata basis), D Notes (on a pro rata basis) and E Notes
(on a pro rata basis), in that order); fourth, as a recovery of principal of the Trust Loan then due and
payable on the Trust Loan to the extent of its entire unpaid principal balance), first, to the Trust A Notes (to
reduce the outstanding principal balance of the Trust A Notes on a pro rata basis), then to the Trust B Notes (to
reduce


 






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the outstanding principal balance of the Trust B Notes on a pro rata basis), then to the C Notes (to reduce the
outstanding principal balance of the C Notes on a pro rata basis), then to the D Notes (to reduce the outstanding
principal balance of the D Notes on a pro rata basis), and then to the E Notes (to reduce the outstanding principal
balance of the E Notes on a pro rata basis), in each case until their respective principal balances have been reduced
to zero; fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount
of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan
that have theretofore occurred under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the
extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A
Notes (on a pro rata basis), Trust B Notes (on a pro rata basis), C Notes (on a pro rata basis), D Notes
(on a pro rata basis) and E Notes (on a pro rata basis), in that order); sixth, as a recovery of amounts
to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and
insurance premiums and similar items relating to the Mortgage Loan; seventh, as a recovery of any other reserves to
the extent then required to be held in escrow with respect to the Mortgage Loan; eighth, as a recovery of any Yield
Maintenance Default Premium on the Trust Loan; ninth, as a recovery of any Assumption Fees and Modification Fees then
due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or late charges then due and owing
under the Mortgage Loan; and eleventh, as a recovery of any other amounts then due and owing under the Mortgage Loan
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees), provided that, to the extent required under the REMIC
Provisions, payments or proceeds received with respect to the release of all or any portion of the Property (including
following a condemnation) from the lien of the Mortgage and Mortgage Loan Documents must be allocated to reduce the principal
balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the
loan-to-value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and
going concern value).


 


(b)           Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) that are not required to be distributed
to Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be applied in the following order of priority:
first, as a recovery of any related and unreimbursed Advances, plus interest accrued thereon and, if applicable, unreimbursed
Liquidation Expenses and unpaid Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon
to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery
of accrued and unpaid interest on the Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of
the excess of (i) accrued and unpaid interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without
giving effect to any increase in such Net Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage
Loan Event of Default) through and including the end of the Mortgage Loan Interest Accrual Period in which such collections were
received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest
portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal


 






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Reduction Amounts (to the extent that collections have not been applied as a recovery of
accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest
to be applied sequentially to accrued and unpaid interest on the Trust A Notes (on a pro rata basis), Trust B Notes (on
a pro rata basis), C Notes (on a pro rata basis), D Notes (on a pro rata basis) and E Notes (on a pro
rata basis), in that order); fourth, as a recovery of principal due and payable on the Trust Loan, including by reason
of acceleration of the Trust Loan following a Mortgage Loan Event of Default (or, if the Mortgage Loan has been liquidated, as
a recovery of principal to the extent of its entire remaining unpaid principal balance), first, to the Trust A Notes (to
reduce the outstanding principal balance of the Trust A Notes on a pro rata basis), then to the Trust B Notes (to reduce
the outstanding principal balance of the Trust B Notes on a pro rata basis), then to the C Notes (to reduce the outstanding
principal balance of the C Notes on a pro rata basis), then to the D Notes (to reduce the outstanding principal balance
of the D Notes on a pro rata basis), and then to the E Notes (to reduce the outstanding principal balance of the E Notes
on a pro rata basis), in each case until their respective principal balances have been reduced to zero; fifth, as
a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred
under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not
theretofore been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier
dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes (on a
pro rata basis), Trust B Notes (on a pro rata basis), C Notes (on a pro rata basis), D Notes (on a pro
rata basis) and E Notes (on a pro rata basis), in that order); sixth, as a recovery of Yield Maintenance Default
Premiums on the Trust Loan; seventh, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage
Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Mortgage Loan (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees).


 


(c)           Notwithstanding
anything to the contrary in the Co-Lender Agreement, but without changing any allocations under the Co-Lender Agreement between
the Trust Loan and the Companion Loans, upon liquidation of the Trust Loan, a Trust Note or any Foreclosed Property, all Net Liquidation
Proceeds received with respect to the Trust Loan or such Trust Note will be applied so that amounts allocated as a recovery of
accrued and unpaid interest on the Trust Loan or such Trust Note, as applicable, will not, for purposes of making distributions
on the Certificates, include accrued and unpaid interest on the Trust Loan that has not been advanced by the Servicer as a result
of Appraisal Reductions Amounts with respect to the Trust Loan or such Trust Note, as applicable (“Appraisal Reduced
Interest”). After the adjusted interest amount is so allocated, any remaining Net Liquidation Proceeds received with
respect to the Trust Loan or such Trust Note, as applicable, will be allocated to pay principal on the Trust Loan or such Trust
Note, as applicable, until the unpaid principal amount thereof has been reduced to zero. Any remaining Net Liquidation Proceeds
received with respect to the Trust Loan or such Trust Note, as applicable, would then be allocated to pay Appraisal Reduced Interest.


 


(d)           All
net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan,
any Companion Loan, the


 






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Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for
principal and interest payments on the Mortgage Loan, the Trust Loan or such Companion Loan, or sale of the Mortgage Loan, the
Trust Loan or such Companion Loan if it is in default, the higher of (1) the rate determined by the Servicer or Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the Loan Parties on similar debt of the Loan Parties
as of such date of determination and (2) the Weighted Average Note Rate on the Mortgage Loan, the Trust Loan or such Companion
Loan, as the case may be, based on its outstanding principal balance and (ii) for all other cash flows, including property
cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 


2.          DECLARATION
OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1.          Creation
and Declaration of Trust; Conveyance of the Trust Loan.  (a) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in
trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein
and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter
acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of
“Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the
Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, and
(iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date. Such transfer and
assignment includes all payments of interest on the Trust Loan due and payable on and after the Closing Date and all
principal payments received on or after the Closing Date.


 


Such
sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real
or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the
Depositor by the Loan Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer
and assignment further include all Mortgage Loan Documents relating to the Trust Loan.


 


(b)           In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the
original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of Holders of Del Amo Fashion Center Trust 2017-AMO, Commercial
Mortgage Pass-Through Certificates, Series 2017-AMO without recourse or warranty except as set forth in the Trust and Servicing
Agreement, dated as of June 20, 2017, among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor”, which Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s)
to the Trustee and (ii) on or


 






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before the date occurring 5 days after the Closing Date (the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Trust Notes required
under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)         the
original Mortgage Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting
additional collateral for the Mortgage Loan, which letter of credit shall either (A) name as beneficiary “KeyBank National
Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders
of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO” or (B) be
accompanied by all documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to
the Servicer on behalf of the Trustee and to receive, after presentment by the Servicer (in accordance with Section 3.01
to the bank issuing such letter of credit, a reissued letter of credit in the name of the Servicer on behalf of the Trustee;


 


(B)          an
original recorded counterpart of the Mortgage or certified copies of the recorded Mortgage;


 


(C)          the
original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the applicable
jurisdiction in which the Property is located to “Wilmington Trust, National Association, as Trustee for the benefit of
Holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO and the Companion
Loan Holders, as their interests may appear” without recourse;


 


(D)          an
original of the Assignment of Management Agreement;


 


(E)          an
original of the Cash Management Agreement;


 


(F)          where
applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with
a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party
named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral
constituting security for repayment of the Mortgage Loan;


 


(G)          the
lender’s title insurance policies (which may be in the form of an electronically issued policy) obtained in connection with
the origination of the Mortgage Loan (or marked, signed commitments to insure or pro forma title insurance policies), together
with any endorsements thereto;


 


(H)          any
other material written agreements related to the Mortgage Loan or any other documents delivered by the Lender, the Loan Parties
or the Guarantor in connection with the closing of the Mortgage Loan or with respect to


 






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the Mortgage Loan or any amendment thereof
and any legal opinions delivered in connection with the origination of the Mortgage Loan;


 


(I)           all
other instruments, if any, constituting additional security for the repayment of the Mortgage Loan;


 


(J)           an
original of the Lockbox Agreement;


 


(K)          an
original of the Guaranty;


 


(L)           an
original of each of the Guaranty (Upfront Gap Rent Deposit) and Guaranty (Upfront TI/LC Deposit);


 


(M)         an
original of the Co-Lender Agreement; and


 


(N)          any
and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


The
Depositor shall provide the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents
in its possession constituting part of the Mortgage File.


 


In
addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies
or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment
of premiums relating thereto (which may consist of such policies or certificates).


 


Each
Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall
be filed or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In
the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable
filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the
Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or
recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances
where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded,
the obligations of the Depositor hereunder and the obligations of the Loan Sellers under the Loan Purchase Agreement shall be
deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable,
certified by the public recording office to be a true and complete copy of the recorded original thereof.


 


The
ownership of the Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in
the Trust or the Trustee for the benefit of the Certificateholders and (other than the Trust Notes) the Companion Loan Holders.
The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of
the Trust Loan and to promptly indicate to all inquiring parties that the


 






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Trust Loan has been sold and to claim no ownership interest
in the Trust Loan. All original documents relating to the Trust Loan that are not delivered to the Custodian are and shall be
held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders.
In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part
of a Mortgage File, such document shall be delivered promptly to the Custodian.


 


2.2.          Acceptance
by the Trustee and the Certificate Administrator.  (a)  By its execution and delivery of this Agreement, the
Trustee acknowledges the assignment to it by the Depositor of the Trust Fund in good faith without notice of adverse claims and
the Custodian declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting
the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the
conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.


 


(b)           The
execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator
of its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) the original Trust Notes specified
in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any, have been received
by the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appear regular on their
face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear
to have been executed and (C) purport to relate to the Trust Loan. The Custodian agrees to review or cause to be reviewed the
Mortgage File within thirty (30) days after the Closing Date, and to deliver to the Depositor, the Companion Loan Holders, the
Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
Event), the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that
(A) all documents referred to in Section 2.1(b) have been received, and (B) all documents have been executed,
appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise
defaced, and appear on their faces to relate to the Mortgage Loan. The Custodian shall have no responsibility for reviewing the
Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian shall be under no duty or obligation
to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid,
genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any
assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements
of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction,
to independently determine that any document has actually been filed or recorded in the appropriate office, that any document
is other than what it purports to be on its face, or whether the title insurance policies relate to the Property.


 


If
the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B),
(C) and (F) of Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded
or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been
delivered for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been


 






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satisfied on
a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered
document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company
or any Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the
Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred
to in clause (ii)(B), (C) and (F) of Section 2.1(b) to be a true and complete copy of the
original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Custodian shall
consent to so long as the Depositor provides a certification in writing to the Custodian no less often than every 90 days that
it is attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original
or photocopy).


 


(c)           Upon
the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining documents
that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency
to be cured; or (ii) use commercially reasonable efforts to cause the Loan Sellers to repurchase the Trust Loan pursuant
to the Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein,
no Defect (except for a Defect with respect to the documents described in clause (i) of Section 2.1(b) and the documents
described in clauses (ii)(B), (C) and (F) of Section 2.1(b)) or a Defect that relates
to the Trust Loan being other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3)) shall be
considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any
claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of
any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations, including without
limitation, making a claim under a title policy. The Trustee’s sole remedy against any Loan Seller in connection with a
Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the Loan Purchase Agreement.


 


(d)           If
the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer, as applicable,
the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal
of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”) or
such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party hereto,
then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal (each,
a “Rule 15Ga-1 Notice”) to the Depositor, the Companion Loan Holders and the Loan Sellers, in each case
within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic
means.


 


Each
Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Communication of
the Repurchase Request or Repurchase Request Withdrawal


 






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is received, as applicable, and (iii) in the case of a Repurchase
Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request
(as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to whether it currently
plans to pursue such Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice
provided pursuant to this Section 2.2(d) is so provided only to assist the Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d)
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 Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a Rule 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase
Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred
and is continuing), and include the following statement in the related correspondence: “This is a “Repurchase Request
Withdrawal” under Section 2.2 of the Trust and Servicing Agreement relating to the Del Amo Fashion Center Trust
2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO requiring action by you as the recipient of such Repurchase
Request or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request
or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the
Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and
such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request
or Repurchase Request Withdrawal.


 


If
the Depositor, the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request
Withdrawal of which notice has been previously received or given, and such notice was not received from or copied to the Servicer
or the Special Servicer, then such party shall promptly give notice of such Repurchase Request Withdrawal to the Servicer or the
Special Servicer, as applicable.


 


In
the event that the Mortgage Loan is repurchased or replaced pursuant to Section 2.9, the Servicer or Special Servicer
shall promptly notify the Depositor, the Certificate Administrator and the Trustee of such repurchase or replacement.


 






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2.3.          Representations
and Warranties of the Trustee.  (a) Wilmington Trust, National Association, as Trustee, hereby represents and
warrants to the other parties hereto that as of the Closing Date:


 


(i)            the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals
to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)           the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to
which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such material
contract or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder;


 


(iii)          except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to the Property as contemplated by Section 8.10, the Trustee has
the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)          this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);


 


(v)           the
Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee and
its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or
decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Trustee or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)          no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for


 






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the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date;


 


(vii)         no
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)        the
Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with
the requirements of Section 8.6(c); and


 


(ix)           to
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)           The
respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination
of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.4.          Representations
and Warranties of the Certificate Administrator.  (a) Wells Fargo Bank, National Association, as Certificate Administrator,
hereby represents and warrants, for the benefit of the Certificateholders and the Companion Loan Holders, to the other parties
hereto that as of the Closing Date:


 


(i)            the
Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under the
laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under
this Agreement;


 


(ii)           the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets;


 


(iii)          the
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement, which default or breach of such material contract or other instrument would have a material adverse effect on
the Trustee’s performance of its obligations hereunder;


 


(iv)          this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship,


 






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reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);


 


(v)           the
Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by
the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might
have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)          no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date;


 


(vii)         the
Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise
complies with the requirements of Section 8.6(b);


 


(viii)        no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;
and


 


(ix)           the
Certificate Administrator, to its actual knowledge, is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)           The
respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall survive
until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.5.          Representations
and Warranties of the Servicer.  (a) KeyBank, as Servicer, hereby represents and warrants to the other parties
hereto that as of the Closing Date:


 


(i)            it
is a national banking association duly organized, validly existing, and in good standing under the laws of the United States;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Trust
Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with
its obligations under this Agreement;


 






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(ii)           the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or
other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have
consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole
or its ability to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Collateral;


 


(iii)          this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)          it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)          there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement;


 


(vii)         it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof; and


 


(viii)        to
its actual knowledge, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)           The
representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination of this
Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.6.          Representations
and Warranties of the Special Servicer.   (a) Cohen,
as Special Servicer, hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)            it
is a division of a state bank in the state of Georgia duly organized, validly existing, and in good standing under the laws of
the Georgia; it is, and throughout


 






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the term of this Agreement shall remain, duly authorized and qualified to transact business
in the jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to
possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver,
and comply with its obligations under this Agreement;


 


(ii)           the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or
other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have
consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole
or its ability to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Collateral;


 


(iii)          this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)          it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)          there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(vii)         it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


 


(b)          The
representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 






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2.7.          Representations
and Warranties of the Depositor.  (a)  The
Depositor hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)            the
Depositor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware, with full
power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations
under this Agreement, and to create the trust pursuant hereto;


 


(ii)           the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor,
(B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument
to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 


(iii)          the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other
action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected
or taken prior to the date hereof;


 


(iv)          this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)           there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment
of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially
and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)          the
Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 






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(vii)         other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)        the
Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles and for federal
income tax purposes;


 


(ix)           the
Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and


 


(x)            the
Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 


(b)           The
representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this
Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)           Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.9(a)
and (b), neither the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Trust Loan.


 


2.8.        Representations
and Warranties of the Operating Advisor.


 


(a)
The Operating Advisor hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)            it
is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York,
and the Operating Advisor is in compliance with the laws of the State in which the Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement;


 


(ii)           the
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)          the
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has


 






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duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)           the
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          the
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.11 hereof;


 


(vii)         no
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)        no
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)          the
Operating Advisor is an Eligible Operating Advisor.


 


2.9.          Representations
and Warranties Contained in the Loan Purchase Agreement.   (a)  Upon
discovery by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor of (i) a
Material Breach of any representation and warranty set forth in Exhibit A to the Loan Purchase Agreement, which representation
and warranty was made by the Loan Sellers in the Loan Purchase Agreement and


 






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has been assigned to the Trustee pursuant to Section 2.1
hereof, or (ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto
and the Companion Loan Holders, and upon receipt or delivery, as applicable, of such notice the Servicer or Special Servicer,
as applicable, shall use commercially reasonable efforts to cause the Loan Sellers, to the extent obligated to do so under the
Loan Purchase Agreement, to cure such default or defect or repurchase the Trust Loan (or a portion of the Trust Loan in connection
with a Material Breach or a Material Document Defect) under the terms of and within the time period specified by the Loan Purchase
Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation with respect
to such matters; provided, that within ninety (90) days of (1) the receipt by a Loan Seller of notice of such Material
Document Defect or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any party hereto, in
the case of a Defect or breach that would cause the Trust Loan not to be a “qualified mortgage” within the meaning
of Code Section 860G(a)(3), will be a Material Breach or Material Document Defect, respectively, and with respect to any
such Material Breach or Material Document Defect, such Loan Seller shall either (x) repurchase its respective Loan Percentage
Interest in the Trust Loan evidenced by its respective Trust Notes at an amount equal to its respective Loan Percentage Interest
of the Repurchase Price, (y) promptly cure such Material Document Defect or Material Breach, as the case may be, in all material
respects; provided, that in the case of this clause (y), any such cure that is of a monetary nature shall be made by the
Loan Sellers on a pro rata basis in accordance with their respective Loan Percentage Interests and any Loan Seller that
pays more than such pro rata share shall be entitled to contribution from the other Loan Sellers or (z) if such Material
Document Defect or Material Breach is not related to the Trust Loan not being a “qualified mortgage” within the meaning
of Code Section 860G(a)(3), indemnify the Trust for the losses directly related to such Material Document Defect or Material
Breach, subject to receipt of Rating Agency Confirmation from each Rating Agency with respect to such action; provided,
that in the event that such Material Document Defect or Material Breach does not cause the Trust Loan to be other than a “qualified
mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within such 90-day period if
such Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach,
such Loan Seller will have an additional 90 days to complete such cure; provided, further, that with respect to
such additional 90-day period, such Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator and the Servicer setting forth the reason why such Material Document Defect or Material Breach is not capable of
being cured within the initial 90-day period and what actions such Loan Seller is pursuing in connection with the cure thereof
and stating that such Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within the additional
90-day period. For the avoidance of doubt, no Liquidation Fee will be payable by any Loan Seller in connection with a repurchase
of its respective Loan Percentage Interest of the Trust Loan due to a Material Breach or a Material Document Defect if made in
accordance with and within the 90 day period set forth in the Trust Loan Purchase Agreement (including any applicable extended
period).


 


(b)           Upon
receipt by the Servicer from any Loan Seller of its Loan Percentage Interest of the Repurchase Price for the Trust Loan (or any
portion thereof), the Servicer shall deposit such amount in the Collection Account, and the Custodian shall, upon receipt of a
certificate of a Servicing Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price (or a portion thereof)
and the deposit of the Repurchase Price (or a portion thereof) into the


 






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Collection Account pursuant to this Section 2.9(b)
and (2) if applicable, compliance with the conditions set forth in clauses (c) and (d) below, (i) release
or cause to be released to the designees of the Loan Sellers the Repurchase Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that the Trust Loan
is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest
in such designee the Trust Loan (or any portion thereof) released pursuant hereto and the Certificate Administrator, the Trustee,
the Servicer and the Special Servicer shall have no further responsibility with regard to such Repurchase Mortgage File and (ii) release
or cause to be released to the Loan Sellers any escrow payments and reserve funds held by the Trustee, or on the Trustee’s
behalf, in respect of the Trust Loan.


 


(c)           To
the extent that all of the Loan Sellers do not repurchase all of their respective Trust Notes pursuant to the terms of the Trust
Loan Purchase Agreement, (i) the Mortgage Loan shall continue to be serviced by the Servicer and, if applicable, the Special Servicer,
in accordance with the terms of this Agreement on behalf of each Repurchasing Seller, the Certificateholders and the Companion
Loan Holders as a collective whole, and the Servicer or the Special Servicer, as applicable, shall be the sole representative
of the Lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Trustee shall remain the mortgagee
of record with respect to the Mortgage, (iii) the Certificate Administrator Fee, Operating Advisor Fee, Servicing Fee, Special
Servicing Fee and/or the CREFC® Intellectual Property Royalty License Fee and any Liquidation Fee or Work-out Fee with respect
to the Trust Loan, the Companion Loans or the Mortgage Loan shall continue to be calculated based on the entire outstanding principal
amount of the Trust Loan, the Companion Loans or the Mortgage Loan, as applicable, (iv) the Certificate Administrator, as Custodian,
shall retain all portions of the Mortgage File other than the Repurchased Notes repurchased by the Repurchasing Seller, (v) the
Repurchasing Seller shall be entitled to remittances on the Distribution Date of its allocable share of all amounts that would
otherwise be available for distribution on such Distribution Date pursuant to Section 3.30(b) hereof to the Holders of
the Certificates relating to the Repurchased Notes repurchased by the Repurchasing Seller (other than any amounts in respect of
any Monthly Payment Advance) and such amounts shall be wired in accordance with the directions provided to the Servicer by such
Loan Seller at least 10 Business Days prior to the related Distribution Date, (vi) each Repurchasing Seller shall be entitled
to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under
the terms of this Agreement upon its submission of an Investor Certification to the Certificate Administrator, (vii) no amendment
may be made to this Agreement that would materially and adversely affect the rights of any Repurchasing Seller in respect of the
Repurchased Notes repurchased by the Repurchasing Seller without the consent of such Repurchasing Seller, (viii) if (in accordance
with this Agreement) the Special Servicer elects to sell the Trust’s share of the Trust Loan following a default thereunder,
the Special Servicer must sell the entire Mortgage Loan on behalf of the Loan Seller repurchasing its interest therein, the Certificateholder
and the Companion Loan Holders as a collective whole (taking into account the interests of each of the holders of the Notes and
the subordination of the E Notes to the other Notes, the subordination of the D Notes to the A Notes, the B Notes and the C Notes,
the subordination of the C Notes to the A Notes and the B Notes, and the subordination of the B Notes to the A Notes), (ix) to
the extent the Trustee holds record or legal title to any Mortgage File document that relates to any Repurchased Notes repurchased
by the Repurchasing Seller as described in this Section 2.9(c),


 






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the Trustee shall hold such title in trust for the use
and benefit of the Trust and the related Loan Seller collectively, and (x) to the extent this Agreement refers to the “Mortgage
File,” such “Mortgage File” shall be construed to mean the Mortgage File for the entire Trust Loan (except that
references to any Note in favor of a Repurchasing Seller shall be construed to instead refer to a photocopy of such Note). Neither
the Servicer nor the Trustee shall make any Monthly Payment Advance with respect to any Repurchased Notes repurchased by the Repurchasing
Seller.


 


(d)           In
the event that the Trust Loan or a portion thereof is repurchased pursuant to this Section 2.9, the Servicer or Special
Servicer, as applicable, shall promptly notify the Depositor of such repurchase.


 


2.10.        Execution
and Delivery of Certificates.  The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the
Trust Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor,
(i) the Certificate Administrator acknowledges and hereby declares that it holds such assets on behalf of the Holders of the Certificates,
(ii) immediately thereafter, the Certificate Administrator acknowledges in exchange therefor that it (y) has executed and
has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates, and (z) has executed and
has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, and (iii) the Depositor
hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class
R Certificates evidencing the entire beneficial ownership of the Trust REMIC.


 


2.11.        Miscellaneous
REMIC Provisions.  The Class A, Class B, Class C, Class D and Class HRR Certificates are hereby designated
as the “regular interests” in the Trust REMIC within the meaning of Section 860G(a)(1) of the Code. The Class R Certificates
are hereby designated as the sole class of “residual interests” in the Trust REMIC within the meaning of Section 860G(a)(2)
of the Code.


 


2.12.        Resignation
Upon Prohibited Risk Retention Affiliation.


 


(a)           Upon
the occurrence of (i) a Servicing Officer of the Servicer or a Responsible Officer of the Certificate Administrator or the Trustee,
as applicable, obtaining actual knowledge that the Servicer, the Certificate Administrator or the Trustee, as applicable, is or
has become a Risk Retention Affiliate of the Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii)
the Servicer, the Certificate Administrator, or the Trustee receiving written notice by any other party to this Agreement, the
Third Party Purchaser, any Loan Seller, or any Initial Purchaser that the Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor obtaining actual knowledge that
it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (an “Impermissible
Operating Advisor Affiliate”; and either of an Impermissible TPP Affiliate and an Impermissible Operating Advisor Affiliate
being an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention
Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and resign in accordance
with Section 3.26(m), Section 6.4 or Section 8.7. The resigning Impermissible Risk Retention Affiliate shall
be required to bear all


 






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reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and the Rating
Agency in connection with such resignation as and to the extent required under this Agreement; provided, however,
if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring an interest
in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs
and expenses shall be an expense of the Trust.


 


3.          ADMINISTRATION
AND SERVICING OF THE MORTGAGE Loan


 


3.1.          Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer.  Subject to Section 2.9(c), the Servicer
and the Special Servicer, each as an independent contractor, shall service and administer the Mortgage Loan and administer Foreclosed
Property solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, all the
Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the E Notes
to the other Notes, the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes
to the A Notes and the B Notes, and the subordination of the B Notes to the A Notes) (as determined by the Servicer or the Special
Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including
the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents and the Co-Lender Agreement and, to the extent
consistent with the foregoing, the following standards: (i) the higher of (a) in the same manner in which and with the
same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers
similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration to customary and
usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans and administering
their own foreclosed properties, or (b) with the care, skill, prudence and diligence the Servicer or the Special Servicer,
as applicable, uses for loans which it owns or for foreclosed properties it owns and administers; (ii) with a view to the
timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan
comes into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments,
the maximization of the recovery on the Mortgage Loan to the Certificateholders and the Companion Loan Holders as a collective
whole (taking into account the interests of each of the holders of the Notes and the subordination of the E Notes to the other
Notes, the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A
Notes and the B Notes, and the subordination of the B Notes to the A Notes) on a net present value basis and (b) the Borrower
Reimbursable Trust Fund Expenses and other amounts due under the Trust Loan and (iii) without regard to:


 


(A)         any
relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Affiliate, the Loan
Seller, any Companion Loan Holder, the Depositor or any of their respective Affiliates;


 


(B)          the
ownership of any Certificate (or any Companion Loan or any interest in a Companion Loan or other indebtedness secured by the Property
or any certificate backed by a Companion Loan) by the Servicer or the Special Servicer or by any Affiliate thereof;


 






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(C)          in
the case of the Servicer, its obligation to make Advances;


 


(D)          the
right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or other
fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular
transaction; or


 


(E)          the
ownership, servicing or management for others of any other loans or properties by the Servicer or the Special Servicer, as applicable,
or any of their affiliates.


 


Subject
to the above-described servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and
the terms of this Agreement and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full power
and authority, acting alone and/or through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2,
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. The Servicer and the Special Servicer shall service and administer the Mortgage Loan in accordance with applicable
state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form
of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any
powers of attorney and other documents necessary or appropriate to enable such Servicer or the Special Servicer to carry out its
servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified by the
Servicer or the Special Servicer) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such
powers of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special
Servicer shall not without the Trustee’s and the Certificate Administrator’s prior written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s or the Certificate Administrator’s name without indicating
the representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the intent
to, and which actually does cause, the Trustee or the Certificate Administrator to be registered to do business in any state.


 


The
liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer
and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Trust Loan and the Companion Loans.


 


With
respect to letters of credit delivered in accordance with clause (ii)(A) of the definition of “Mortgage File”,
(a) within sixty (60) days or such shorter period as is required by the terms of such letter of credit or the Mortgage
Loan Documents, the Loan Sellers shall notify the bank issuing the letter of credit that the Servicer on behalf of the Trustee
shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the Closing Date, the Servicer
shall present such letter of credit and the related assignment documentation delivered by the Loan Sellers in accordance with
such subclause of the definition of “Mortgage File” to the letter of credit bank issuing such letter of credit and
request that such letter of credit bank reissue


 






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the letter of credit in the name of “KeyBank National Association, as Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of Del Amo Fashion Center
Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO”. The Servicer shall otherwise use reasonable
efforts to obtain such reissued letter of credit back from the issuing letter of credit bank within sixty (60) days (and
in any event within ninety (90) days) following the Closing Date. The Loan Sellers shall provide such reasonable cooperation
as requested by the Servicer, including without limitation by delivering such additional assignment or amendment documents required
by the issuing bank in order to reissue a letter of credit as provided above.


 


If
a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding sentence, the Loan Sellers shall cooperate with the reasonable requests of the Servicer or Special Servicer in
connection with making a draw under such letter of credit. If the Borrower fails to pay any costs and expenses relating to any
assignment of a letter of credit after the Servicer has exercised efforts consistent with Accepted Servicing Practices to collect
such costs and expenses from the Borrower, then the Servicer shall give the Loan Sellers notice of such failure and the amount
of costs and expenses, and the Loan Sellers shall pay such costs and expenses as and to the extent required under the Loan Purchase
Agreement. Neither the Servicer nor the Special Servicer shall have any liability for the failure of the Loan Sellers to perform
their obligations under the Loan Purchase Agreement.


 


The
Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Servicer
sells its rights to service the Mortgage Loan, the Servicer shall assign the applicable letter of credit to the Trust or (with
respect to any Specially Serviced Mortgage Loan) at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case at the expense of the Servicer. The Servicer hereby indemnifies the Trust for any actual loss caused
by the ineffectiveness of such assignment.


 


3.2.          Sub-Servicing
Agreements.  (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any sub-servicing agreement.
The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing
agreements with sub-servicers for the servicing and administration of the Trust Loan and the Companion Loans, provided
that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement
and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer shall grant any modification,
waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer. References in this Agreement to actions
taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing the Mortgage Loan include
actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized to transact
business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer
to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under
the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any amount
when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit in the
Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by


 






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the sub-servicer
shall be deemed to be actions of the Servicer. The Servicer shall notify the Trustee, the Certificate Administrator, the Loan
Parties, the Operating Advisor and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish
the Trustee, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted to enter into any
sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer.


 


(b)           Notwithstanding
any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the
servicing and administering of the Trust Loan and the Companion Loans in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification
from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and
administering the Mortgage Loan.


 


(c)           Any
sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the Trustee
if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms of this
Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without cost or
obligation to the Trustee, the successor Servicer, the Trust or the Trust Fund.


 


(d)           Any
sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall
be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor,
the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee,
the Certificate Administrator, the Special Servicer or the Depositor to indemnify any such sub-servicer. Notwithstanding anything
in this Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own expense, or to the extent
that a particular expense is provided herein to be an Advance or a Trust Fund Expense, to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing each of their obligations under
this Agreement.


 


(e)           Notwithstanding
anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its duties and obligations
hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not be considered a sub-servicing
agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements, sub-servicers
or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such delegation, the Servicer
and the Special Servicer shall remain obligated and liable 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 each
alone were servicing and administering the Mortgage Loan as required hereby.


 


(f)            The
parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and


 






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obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and the making
of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation
of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders
and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With
respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special Servicer
(if the Mortgage Loan has become a Specially Serviced Mortgage Loan or the Property has been converted to an Foreclosed Property)
shall prepare and provide to each Companion Loan Holder all notices, reports, statements and communications to be delivered by
the holder of the Trust Loan under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by a
servicer and perform all servicing related duties and obligations to be performed by the holder of the Trust Loan pursuant to
the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender
Agreement shall control with respect to the Mortgage Loan.


 


(g)           Notwithstanding
anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance of delinquent scheduled
monthly payments of principal or interest with respect to any Companion Loan or any Administrative Advance with respect to any
Companion Loan.


 


(h)           To
the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Lender, maintain
a note register for the Mortgage Loan in accordance with the Loan Documents or the Co-Lender Agreement.


 


3.3.          Cash
Management Account.   A Lockbox
Account has been established pursuant to the terms of the Mortgage Loan Agreement and the Lockbox Agreement. The Servicer shall
cause the Agent to establish the Cash Management Account pursuant to the terms of the Mortgage Loan Agreement and the Cash Management
Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect to the Cash Management Account and
Lockbox Account under the Mortgage Loan Agreement, the Cash Management Agreement and the Lockbox Agreement in accordance with
Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan Documents.


 


3.4.          Collection
Account, Companion Loan Distribution Account and Interest Reserve Account.  (a)  The Servicer shall establish
and maintain (1) in the name of “KeyBank National Association, as Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates,
Series 2017-AMO, Collection Account” one or more deposit accounts on behalf of the Trustee for the benefit of the Certificateholders
and (2) in the name of “KeyBank National Association, as Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the Companion Loan Holders with respect to Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage
Pass-Through Certificates, Series 2017-AMO, Companion Loan Distribution Account” one deposit account for the benefit of
the Companion Loan Holders, which may be a subaccount of the Collection Account, and funds in such account shall be remitted to
the Companion Loan Holders (collectively, the “Collection


 






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Account”). The Collection Account must be an Eligible
Account maintained with an Eligible Institution. The Servicer shall deposit into the Collection Account within one (1) Business
Day of receipt of properly identified and available funds the following amounts representing payments and collections received
or made during each Collection Period on or with respect to the Mortgage Loan (and not otherwise required to be deposited in the
Reserve Accounts):


 


(ii)           all
payments on account of principal on the Mortgage Loan;


 


(iii)          all
payments on account of interest on the Mortgage Loan, including Default Interest, Yield Maintenance Premium and Yield Maintenance
Default Premium;


 


(iv)          any
amount representing reimbursements by the Loan Parties of Advances, interest thereon, and any other expenses of the Depositor,
the Trustee, the Certificate Administrator or, except as provided below, the Servicer or the Special Servicer, as applicable,
as required by the Mortgage Loan Documents or hereunder;


 


(v)           any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Certificateholders under the Mortgage Loan;


 


(vi)          any
amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(vii)         all
Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation Proceeds,
Insurance Proceeds and Condemnation Proceeds; and


 


(viii)        any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Trust Loan or any portion thereof pursuant to Section 2.9(b)
hereof and the Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant
to Section 3.16 hereof or (3) amounts payable under the Mortgage Loan Documents by any Person to the extent not specifically
excluded.


 


The
foregoing requirements for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments (if any) in the nature of Additional Compensation (other than
Default Interest and late payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17
and any reimbursement made by the Loan Parties of expenses of the Servicer or the Special Servicer need not be deposited in
the Collection Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the
Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to
the Mortgage Loan.


 


(b)           Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give


 






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written notice to the Certificate Administrator (with a copy to the Loan Parties)
of the location and account number of the Collection Account and shall notify the Certificate Administrator in writing (with a
copy to the Loan Parties) prior to any subsequent change thereof.


 


(c)           On
or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xi) below,
on or prior to the day which is two Business Days prior to the Remittance Date), prior to the remittance of funds to the Certificate
Administrator for deposit in the Distribution Account pursuant to Section 3.5(a), the Servicer shall make withdrawals from
the Collection Account (which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer)
as described below (the order set forth below constituting an order of priority for such withdrawals):


 


(i)            to
withdraw funds deposited therein in error;


 


(ii)           to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each and not previously reimbursed
pursuant to clause (v)(A) below, together with unpaid interest on such Advances at the Advance Rate;


 


(iii)          concurrently,
to pay the Servicing Fee to the Servicer, and to pay the Certificate Administrator Fee (including the portion that is the Trustee
Fee) to the Certificate Administrator, and to pay the Operating Advisor Fee to the Operating Advisor, as applicable;


 


(iv)          to
pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the Borrower);


 


(v)           to
pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer; provided that such fees may be paid out of other amounts
on deposit in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay such fees
(with respect to clauses (a) and (b), in that order);


 


(vi)          to
reimburse the Trustee and the Servicer, in that order, for (A) Advances made by each and not previously reimbursed from late
payments received during the applicable period on the Mortgage Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
and other collections on the Mortgage Loan; provided that any Advance which has been determined to be a Nonrecoverable
Advance shall be reimbursed pursuant to clause (ii) above and (B) unpaid interest on such Advances at the Advance
Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, prior
to (x) final liquidation of the Property or (y) the final payment and release of the Mortgage, interest on such Advances shall
only be paid out of Default Interest or late payment charges collected in the related Collection Period and after (A) final
liquidation of the Property or (B) the final payment and release of the Mortgage, interest on such Advances may be paid out
of other amounts on deposit in the


 






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Collection Account to the extent Default Interest and late payment charges are not sufficient
to pay for such interest on Advances;


 


(vii)         to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Mortgage Loan or the Property, and not otherwise covered and paid by an insurance
policy or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii) or (v)
above;


 


(viii)        to
pay to the Servicer, the Special Servicer or the Operating Advisor, as applicable, as additional compensation, (A) to the extent
actually received from the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms
of the Mortgage Loan Documents or this Agreement) and deposited into the Collection Account by the Servicer, any payments in the
nature of any late payment fees and Default Interest (to the extent remaining after payment or reimbursement of any Special Servicing
Fees, Liquidation Fees or Work-out Fees pursuant to clause (iv) above and reimbursement of Advances and interest on Advances
pursuant to clause (v) above), release fees, Assumption Fees, Assumption Application Fees, defeasance fees, substitution
fees, Net Modification Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary
statements or demands, loan processing fees, loan service transaction fees and similar fees and expenses; and (B) any income earned
on the investment of funds deposited in the Collection Account and the Foreclosed Property Account; provided that such
amounts received during each Collection Period shall not be required to be deposited into the Collection Account and shall be
deemed to have been deposited in the Collection Account and withdrawn pursuant to this clause (vii) solely for the
purpose of determining the Available Funds Reduction Amount in connection with the calculation of Available Funds for the related
Distribution Date;


 


(ix)           to
pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Operating
Advisor in that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to
the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(x)            to
pay (or set aside for eventual payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental
authorities; provided, that, if such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s,
the Operating Advisor’s, the Certificate Administrator’s or Trustee’s, as applicable, negligence, bad faith
or willful misconduct, such amounts may not be withdrawn from the Collection Account, but shall be paid by such party that was
negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.6 and 8.13, as applicable;


 


(xi)           to
pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment instructions
set forth on Exhibit Q hereto or such other payment instructions as CREFC® may provide from time to time
in writing at least two Business Days prior to the Remittance Date); and


 






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(xii)          to
pay the Companion Loan Holders any portion of such collections that are required to be distributed to the Companion Loan Holders
in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement;


 


provided
that in no event shall the Servicer be permitted to apply any portion of collections that are required to be distributed to
the Companion Loan Holders in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement to pay or reimburse
any CREFC® Intellectual Property Royalty License Fee, the Certificate Administrator Fee, the Operating Advisor
Fee, any Monthly Payment Advance on the Trust Loan (or interest accrued and payable on such Monthly Payment Advance) or any Trust
Fund Expenses that are not related to the servicing and administration of the Mortgage Loan or the Property.


 


Notwithstanding
the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant
to clauses 3.4(c)(iii), (iv)(b), (v), (vi), (viii) or (x) above if, as a result
of such withdrawal, the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than
the Required Advance Amount; provided that the Servicer shall be permitted to make withdrawals in the order of priority
specified above up to the amount on deposit in the Collection Account that would result in funds equaling or exceeding the Required
Advance Amount remaining in the Collection Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply
(and accrued amounts previously eligible for withdrawal pursuant to clauses (iii), (iv)(b), (v), (vi),
(viii) or (x) but which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon
(1) the final liquidation of the Mortgage Loan or the Property, (2) the final payment of the Mortgage Loan and release
of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in the aggregate
such that it would be a Nonrecoverable Advance.


 


Furthermore,
notwithstanding the foregoing, (i) Monthly Payment Advances and interest on such Monthly Payment Advances are reimbursable solely
out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement, (ii) Companion Loan Advances and interest
on such Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loans pursuant to the Co-Lender
Agreement, and (iii) amounts allocable to the Companion Loans under the Co-Lender Agreement shall not otherwise be available to
the Trust Fund for purposes of making distributions on the Certificates or for payment of other amounts relating solely to the
Trust.


 


The
Servicer shall pay to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable,
from the Collection Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or
the Trustee or an officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate
Administrator and the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall
not be required. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated
therein and shall have


 






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no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loan deposited in the Collection Account
and available for distribution on the next Distribution Date, the Servicer or the Trustee, each at its own option and in its sole
discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to this Section 3.4(c) immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the Collection Period ending on the then-current Determination Date for successive one-month periods for a total
period not to exceed 12 months. If the Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
Collection Period (subject, again, to the same sole discretion to elect to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior to
payment from other collections). In connection with a potential election by the Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related Determination
Date for any Distribution Date, the Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for principal
collections on the Trust Loan and the Companion Loans to be received before making its determination of whether to refrain from
the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such Collection Period; provided,
however, that if, at any time Servicer or the Trustee elects, in its sole discretion, not to refrain from obtaining such
reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one month collection period
will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution
Date, then the Servicer or the Trustee, as applicable, shall use its reasonable efforts to give notice of its election to the
17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to
Section 8.15(b) of this Agreement), at least 15 days prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Mortgage Loan unless extraordinary circumstances make such notice impractical,
and thereafter shall deliver such notice to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b) of this Agreement) as soon as reasonably practical thereafter. Neither
the Servicer nor the Trustee shall have any liability for any loss, liability or expense resulting from any notice provided to
each Rating Agency contemplated by the immediately preceding sentence. Notwithstanding the foregoing, the failure to give such
notice shall in no way affect the Servicer’s or the Trustee’s election as to whether to refrain from obtaining reimbursement
pursuant to this Section 3.4(c).


 


(d)          The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has


 






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been made, provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Servicer constitute a violation of the Accepted Servicing Practices
and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders
or any contractual obligation hereunder. If the Servicer or the Trustee, as applicable, determines, in its sole discretion, that
its ability to fully recover the Nonrecoverable Advances has been compromised, then the Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Advance Rate from all amounts
in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Advance Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of the Servicer or the Trustee, as applicable, or a
right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of
distributions over the Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or
otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with Accepted Servicing Practices and none of the 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 as contemplated by this section or for any losses,
damages or other adverse economic or other effects that may arise from such an election.


 


 (e)          The
Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit therein, pay the CREFC®
Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.4(c)(xi) on a monthly
basis, solely from funds on deposit in the Collection Account.


 


 (f)          The
Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”) for the benefit of the Trustee and for the benefit of the Certificateholders.
Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and
on any Distribution Date occurring in any January which occurs in a year that is not a leap year (unless, in either case, such
Distribution Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account
an amount equal to one day’s net interest collected on the principal balance of each Trust Note as of the Payment Date occurring
in the month preceding the month in which such Distribution Date occurs at the applicable Trust Note Rate (net of interest at
the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and
the CREFC® Intellectual Property Royalty License Fee Rate payable therefrom) to the extent a full Monthly Payment
or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution


 






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Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January and February, if any, and transfer such amounts into the Distribution Account.


 


 3.5.          Distribution
Account.    (a)  The Certificate Administrator shall establish and maintain in the name of “Wells Fargo
Bank, National Association”, as Certificate Administrator, on behalf of “Wilmington Trust, National Association”,
as the Trustee for the benefit of the Trustee and for the benefit of the Certificateholders a deposit account (the “Distribution
Account”). The Distribution Account must be an Eligible Account maintained with an Eligible Institution. On each Remittance
Date, the Servicer shall transfer from the Collection Account to the Certificate Administrator for deposit into the Distribution
Account all funds remaining on deposit therein, after giving effect to the withdrawals made pursuant to Section 3.4(c).
The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution
Account.


 


Amounts
held in the Distribution Account and the Interest Reserve Account shall be uninvested.


 


The
Certificate Administrator shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to
withdraw amounts due to it under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer
under Section 3.4(c), and then to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


 (b)          The
Certificate Administrator shall make or be deemed to have made withdrawals from the Distribution Account in the following order
of priority and only for the following purposes:


 


(i)          to
withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c), to the
extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)          to
make distributions to Holders of the Regular Certificates and the Class R Certificates on each Distribution Date pursuant
to Section 4.1 or Section 10.2 as applicable; and


 


(iii)          to
clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


 3.6.          Foreclosed
Property Account.    The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed
Property Account”) in the name of either (a) “Cohen Financial, a Division of SunTrust Bank, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of Del Amo Fashion Center Trust
2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO and the Companion Loan Holders, Foreclosed Property Account”
related to the Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit
of the Certificateholders and the Companion Loan Holders or (b) the limited liability company wholly owned by the Trust and which
is managed by the Special Servicer, formed to hold title to the


 






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Foreclosed Property pursuant to Section 3.14. Each Foreclosed Property Account must
be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property
Account within one (1) Business Day of receipt all funds collected and received in connection with the operation or ownership
of such Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds
in any Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses and/or reserves as determined
in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a).
The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of each Foreclosed
Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


 3.7.          Appraisal
Reductions.    (a)  Within 60 days after the occurrence of an Appraisal Reduction Event with respect to the Mortgage
Loan, the Special Servicer shall (i) notify the Servicer, the Operating Advisor, the Trustee and the Certificate Administrator
and, so long as no Consultation Termination Event has occurred, the Directing Certificateholder, of such occurrence of an Appraisal
Reduction Event, (ii) order (which order shall be placed within 30 days of the occurrence of the Appraisal Reduction Event)
and use reasonable efforts to obtain an Appraisal of the Property (provided that the Special Servicer will not be required
to obtain an Appraisal of the Property with respect to which there exists an Appraisal which was performed less than nine (9)
months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any adverse material change in the market
or condition or value of such Property since the date of such Appraisal, in which case such Appraisal with respect to such Property
shall be used by the Special Servicer), (iii) determine whether there exists any Appraisal Reduction Amount on the basis
of such Appraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer necessary to calculate
the Appraisal Reduction Amount, and (iv) allocate the Appraisal Reduction Amount to the Trust Loan and the Companion Loans and
give reasonably prompt notice of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portion of the
Appraisal Reduction Amount allocated to the Companion Loans to the Trustee, the Companion Loan Holders (or, in the case of a Companion
Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other
Securitization Trust), the Certificate Administrator and the Operating Advisor. The cost of obtaining such Appraisal shall be
paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable
Advance and in such case, as a Trust Fund Expense. Updates of such Appraisal shall be obtained by the Special Servicer, and paid
for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer determines
that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event
exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required in accordance with any such adjustment,
each Class of Certificates that has been notionally reduced for purposes of determining Voting Rights as a result of the application
of the Trust Appraisal Reduction Amount shall have its related Certificate Balance notionally restored by the Certificate Administrator
or the Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall be a redetermination
of whether a Control Event has occurred. Any such Appraisal obtained under this Section shall be delivered by the Special Servicer
to the Trustee, the Certificate Administrator and the Operating Advisor and, so long as no Consultation Termination Event has
occurred, the Directing


 






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Certificateholder,
in electronic format, and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to
Section 8.15(b). The Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession
that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof, using
reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s written request (which
request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt
of the applicable Appraisal or preparation of the applicable internal valuation) provided, however, that the Special Servicer’s
failure to timely make such a request shall not relieve the Servicer of its obligation to provide such information to the Special
Servicer in the manner and timing set forth in this sentence. Accordingly, the Special Servicer shall not be obligated to calculate,
recalculate, determine or redetermine any Appraisal Reduction until such time as it receives from the Servicer the information
reasonably required by the Special Servicer to make such calculation, recalculation, determination or redetermination.


 


 (b)          While
any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) exists
with respect to the Mortgage Loan, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a)
and (ii) the existence thereof (other than any deemed Trust Appraisal Reduction Amount calculated pursuant to Section 3.7(e))
will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c)
and (iii) except with respect to any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e),
there shall be a determination of whether a Control Event has occurred.


 


 (c)          The
Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced solely for purposes of determining
(x) the Voting Rights of the related Classes to the extent set forth in this Agreement and (y) whether a Control Event has
occurred on any Distribution Date to the extent of any Trust Appraisal Reduction Amount allocated to such Class on such Distribution
Date. The Trust Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balances
of the Sequential Pay Certificates in the following order of priority: first, to the Class HRR Certificates; second,
to the Class D Certificates, third, to the Class C Certificates and fourth, to the Class B Certificates
(provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero).
Trust Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.


 


 (d)          In
the event that a portion of one or more Monthly Payment Advances with respect to the Trust Loan is reduced as a result of an Appraisal
Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Trust Loan shall be reduced by the
aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal of the Trust Loan
shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal of the Trust
Loan have been applied to pay the principal of the Trust Loan, in full, any remaining Net Liquidation Proceeds shall then be applied
to pay any remaining accrued and unpaid interest on the Trust Loan, in accordance with Section 1.3.


 






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 (e)          If
(i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of the Appraisals have been obtained or
conducted with respect to the Property or Foreclosed Property, as the case may be, during the nine-month period prior to the date
of such Appraisal Reduction Event or (B) the Special Servicer is aware of any adverse material change in the market or condition
or value of the Property or Foreclosed Property, as the case may be, since the date of the most recent Appraisal, and (iii) no
new Appraisal has been obtained or conducted for the Property or Foreclosed Property, as the case may be, within 60 days after
the Appraisal Reduction Event has occurred, then (x) until each new Appraisal is conducted, the Appraisal Reduction Amount for
the Property or Foreclosed Property, as the case may be, shall be deemed to be equal to 25% of the outstanding principal balance
of the Mortgage Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction
Amount for the Property or Foreclosed Property, as the case may be, shall be recalculated in accordance with the definition of
Appraisal Reduction Amount. Such deemed Appraisal Reduction Amount shall be allocated to the Notes in the same manner in which
the actual Appraisal Reduction Amount is allocated to the Notes. Notwithstanding the foregoing, such deemed Trust Appraisal Reduction
Amounts shall not be allocated to any Class of Certificates for purposes of (i) determining whether a Control Event has occurred
and is continuing or (ii) allocating Voting Rights; provided, however, this sentence shall not affect in any manner
the effect of Trust Appraisal Reduction Amounts based upon anything other than such clause (x) of the preceding sentence,
including when the related Appraisals are received.


 


With
respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value
(as determined by an updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is”
basis, based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


If
the Certificate Balance of the Class HRR Certificates (taking into account the application of any Trust Appraisal Reduction Amounts
(other than any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally reduce the Certificate
Balance of such Class) has been reduced to less than 25% of its Initial Certificate Balance, such Class will be referred to as
the “Appraised-Out Class”. The Holders of the majority (by Certificate Balance) of the Appraised-Out Class
shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of the Property (such
Holders, the “Requesting Holders”). The Special Servicer shall use commercially reasonable efforts to ensure
that such Appraisal is delivered within 60 days from receipt of the Requesting Holders’ written request and shall ensure
that such Appraisal is prepared by an Independent Appraiser).


 


In
addition, if subsequent to the Class HRR Certificates becoming an Appraised-Out Class there is a material change with respect
to the Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting
Holders shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall
set forth the Requesting Holder’s belief of what constitutes a material change to the Property (including any related documentation).
The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s
confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to such Property
and such change was material, the Special


 






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Servicer shall order another Appraisal from an Independent Appraiser, the identity of
which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent
Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are
requesting the Special Servicer to obtain an additional Appraisal). Appraisals that are permitted to be requested by any Appraised-Out
Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with
Accepted Servicing Practices upon the occurrence of such material change or that the Special Servicer is otherwise required or
permitted to order under this Agreement without regard to any Appraisal requests made by any Requesting Holder.


 


Upon
receipt of any supplemental Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate the Appraisal
Reduction Amount and the Trust Appraisal Reduction Amount based upon such second Appraisal. If required by any such recalculation,
the Appraised-Out Class shall be reinstated as the Controlling Class and the Appraised-Out Class shall have its Certificate Balance
notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount and the Trust Appraisal Reduction
Amount.


 


Any
Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts
determination may not exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated
as the Controlling Class.


 


  3.8.          Investment
of Funds in the Collection Account and Any Foreclosed Property Account.    (a)  The
Servicer, with respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed
Property Accounts, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account and
any Reserve Account (to the extent interest is not payable to the Loan Parties), respectively (each, for purposes of this Section 3.8,
an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments
that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding
the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction
by the Servicer or Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and
shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or
is payable on demand. 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) or in the name of a nominee of the
Trustee. The Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the
Servicer (or the Special Servicer, with respect to any Foreclosed Property Accounts) as an independent contractor to the Trust
Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly
to the Trustee or its agent (which shall initially be the Servicer or Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility
or liability with respect to the investment directions of the Servicer or Special Servicer or any losses resulting therefrom,


 






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whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Servicer and Special Servicer, as applicable, shall:


 


(i)             consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


(ii)            demand
payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, as applicable, that such
Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment
Account.


 


 (b)          All
net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the extent
not payable to the Loan Parties) shall be for the benefit of the Servicer in accordance with the terms and priorities of this
Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for
the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve Accounts (except, in the case
of any such loss with respect to a Reserve Account, to the extent any such losses are incurred on amounts invested for the benefit
of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the
Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date
following the realization of such loss. Notwithstanding the above, neither the Servicer nor the Special Servicer shall be required
to deposit any loss on an investment of funds in an Investment Account if such loss (i) was incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company satisfied the qualifications set forth in the definition of “Eligible
Institution” included in Section 1.1 at the time such investment was made, (ii) such loss was incurred
within thirty (30) days of the date of such insolvency, (iii) such loss is not the result of fraud, negligence or the willful
misconduct of the Servicer or the Special Servicer, as applicable and (iv) and such institution was not an Affiliate of the Servicer,
Special Servicer, the Certificate Administrator, the Operating Advisor or Trustee, as applicable.


 


 (c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Servicer shall take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


 (d)          Notwithstanding
the foregoing, none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (in its capacity as the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be) shall cover any losses from
the


 






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bankruptcy or insolvency of a depository institution holding an account described in this Section 3.8, if immediately
prior to such bankruptcy or insolvency such institution was an Eligible Institution and such institution was not an Affiliate
of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable; provided however, that the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall move such account to an Eligible Institution
within 30 days of such bankruptcy or insolvency.


 


 3.9.          Payment
of Taxes, Assessments, etc.    The Servicer (other than with respect to Foreclosed Property) and the Special Servicer (with
respect to Foreclosed Property) shall maintain, accurate records with respect to the Property (or such Foreclosed Property, as
the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become a lien on
the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance
policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time,
all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, insurance premiums
and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time
as may be required by the Mortgage Loan Documents. If the Loan Parties do not make the necessary payments and/or a Mortgage Loan
Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer
shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23,
from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become
due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if
applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Mortgage Loan Agreement.


 


 3.10.        Appointment
of Special Servicer.    (a) Cohen is hereby
appointed as the initial Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is
continuing and perform the other obligations of the Special Servicer hereunder (including approving certain actions prior to a
Special Servicing Loan Event as provided specifically herein).


 


 (b)          If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Sections 7.1 and 7.2. The Trustee shall, promptly after receiving notice of any such Special Servicer
Termination Event notify the Servicer, the Companion Loan Holders, the Certificate Administrator (which shall post such notice
on the Certificate Administrator’s Website in accordance with Section 8.15(b)) and the 17g-5 Information Provider
(which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b)).
The appointment of any such successor special servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not
be liable for any actions or any inaction of such successor special servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor special servicer shall be effective until
the successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, and a Rating
Agency Confirmation with respect to such


 






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appointment has been delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to each Other Securitization Trust. Any successor special servicer shall be deemed to make
the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession.
The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees
accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


 (c)          Upon
determining that a Special Servicing Loan Event has occurred and is continuing with respect to the Mortgage Loan, the Servicer
shall promptly give notice thereof to each other party hereto and the Servicer shall use its reasonable efforts to provide the
Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably
requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto (and concurrently provide a
copy of such Mortgage File, exclusive of all Privileged Information, to the Operating Advisor). The Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the date that a Special Servicing Loan Event has
occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Mortgage Loan until the Special
Servicer has commenced the servicing of the Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the information,
documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Loan Parties to continue
to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise
send to the Loan Parties under the Mortgage Loan to the Special Servicer who shall send such notice to the Loan Parties while
a Special Servicing Loan Event has occurred and is continuing.


 


 (d)          Upon
determining that a Special Servicing Loan Event is no longer continuing with respect to the Mortgage Loan, the Special Servicer
shall promptly give notice thereof to the Companion Loan Holders and each other party hereto, and upon giving such notice such
Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Mortgage Loan shall terminate
and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and the Special Servicer shall return
all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


 (e)         
 In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event,
the Special Servicer shall provide to the Custodian originals of documents entered into in connection therewith that are
required to be included within the definition of “Mortgage File” for inclusion in the Mortgage File (to the
extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan
information, including correspondence with the Loan Parties, and the Special Servicer shall promptly provide copies of all of
the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the
Special Servicer; provided that, such materials shall not include any Privileged Information.


 


 (f)       
   During any period in which a Special Servicing Loan Event is continuing, (i) not later than 4:00 p.m. (New
York Time) on each Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the
CREFC® Special Servicer Loan


 






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File, a written statement describing the amount of all payments on account of interest received on the Mortgage Loan, the
amount of all payments on account of principal received on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation Proceeds
and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount
of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any rental income that does not constitute Rents from Real Property with respect
to, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) the Special Servicer shall
promptly provide such additional information relating to the Mortgage Loan as the Servicer or Certificate Administrator reasonably
requests to enable it to perform its duties under this Agreement.


 


 (g)          [Reserved.]


 


 (h)          Notwithstanding
the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records with respect to
the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform
its duties under this Agreement.


 


 (i)           Not
later than sixty (60) days after a Special Servicing Loan Event occurs (the “Initial Delivery Date”), the Special
Servicer shall deliver in electronic format (i) a report (an “Asset Status Report”) for the Specially Serviced
Mortgage Loan and the Property and (ii) one or more additional Asset Status Reports with respect to such Specially Serviced Mortgage
Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such
Specially Serviced Mortgage Loan changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final
Asset Status Reports) are necessary to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan
might be returned to performing status or otherwise liquidated in accordance with the Accepted Servicing Practices (each such
report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status Report in
electronic form to: (i) the Servicer, (ii) the Directing Certificateholder (but only so long as no Consultation Termination Event
has occurred), (iii) the Operating Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation
Event), (iv) the 17g-5 Information Provider in accordance with Section 8.15(b) (who shall promptly post it to the 17g-5
Information Provider’s Website pursuant to Section 8.15(b)) and (v) the Companion Loan Holders. Such Asset Status
Report shall set forth the following information (other than Privileged Information) to the extent reasonably determinable:


 


(i)           summary
of the status of the Mortgage Loan and any negotiations with the Loan Parties;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;


 






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(iii)          the
most current rent roll and income or operating statement available for the Property;


 


(iv)          the
Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status and returned to the Servicer
for regular servicing or otherwise realized upon;


 


(v)           the
appraised value of the Property together with the appraisal or the assumptions used in the calculation thereof;


 


(vi)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Mortgage Loan
Events of Default;


 


(vii)         [Reserved];


 


(viii)        a
description of any proposed actions;


 


(ix)          the
alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)          the
decision that the Special Servicer intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s
rationale for its proposed decision, including its rejection of the alternatives; and an analysis of whether or not taking such
action is reasonably likely to produce a greater recovery on a net present value basis than not taking such action, setting forth
(x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including
the applicable discount rate used) and all related assumptions;


 


(xi)          a
summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer, excluding any Privileged Information; and


 


(xii)         such
other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


 (j)           The
Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.15(b)) the Final Asset Status Report, (y) deliver to the Certificate Administrator a proposed
notice to Certificateholders that will include a summary of the Final Asset Status Report in an electronic format, which format
is reasonably acceptable to the Certificate Administrator (which will be a brief summary of the current status of the Property
and current strategy with respect to the resolution and workout of the Mortgage Loan), and the Certificate Administrator shall
post such summary (but not the Final Asset Status Report itself) on the Certificate Administrator’s Website pursuant to
Section 8.15(b) and (z) implement the Final Asset Status Report in the form delivered to the 17g-5 Information Provider.
Subject to the consent and consultation rights of the Directing Certificateholder described in this Section 3.10(i), the
Special Servicer shall not be


 






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required to deliver a summary of any interim or draft Asset Status Report. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered. Upon such modification, the Special Servicer
shall prepare an updated summary and deliver the updated summary to the Certificate Administrator and deliver the modified Asset
Status Report to the 17g-5 Information Provider. The 17g-5 Information Provider shall post such modified Asset Status Report on
the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), the Certificate Administrator shall post such
summary on the Certificate Administrator’s Website and the Special Servicer shall implement such modified Asset Status Report.


 


 (k)          Subject
to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Control Event, if within ten
(10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status
Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report. In
addition, so long as no Control Event has occurred or is continuing, if the Directing Certificateholder disapproves such
Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the determination
described below, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as
practicable, but in no event later than thirty (30) days after such disapproval, to the Directing Certificateholder, the
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the 17g-5 Information Provider (which shall
promptly post such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance with Section
8.15(b)). Prior to the occurrence and continuance of a Control Event, the Special Servicer shall revise such Asset Status
Report as described above in this Section 3.10(i) until the Directing Certificateholder shall fail to disapprove such
revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report, until the
Directing Certificateholder’s approval is no longer required or until the Special Servicer makes the determination
described below. Notwithstanding the foregoing, the Special Servicer (A) may, following the occurrence of an
extraordinary event with respect to any Property or the Mortgage Loan or, if a failure to take any such action at such time
would be inconsistent with Accepted Servicing Practices, take any action set forth in such Asset Status Report before the
expiration of a ten (10) Business Day period and (B) shall implement the action recommended in the Asset Status Report,
in each case if it makes a determination in accordance with Accepted Servicing Practices that such affirmative disapproval is
not in the best interest of all the Certificateholders; provided that, if the Directing Certificateholder does not
approve or is not deemed to have approved an Asset Status Report within ninety (90) days from the first submission of an
Asset Status Report, then the Special Servicer will follow Directing Certificateholder’s direction, if such
direction is consistent with Accepted Servicing Practices; provided, however, that if the Directing
Certificateholder’s direction would cause the Special Servicer to violate Accepted Servicing Practices, the Special
Servicer may take the action recommended in its most recently submitted Asset Status Report; provided, further,
that such Asset Status Report is not intended to replace or satisfy any other specific consent or approval right which the
Directing Certificateholder may have pursuant to Section 9.3.


 


 (l)          Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final
Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning the Special
Servicer’s compliance with the Accepted Servicing Practices, and the Operating Advisor


 






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shall not provide comments to the
Special Servicer in respect of such Final Asset Status Report. After the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall consult with and provide comments to the Special Servicer in respect of
each Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that are holders of the Controlling Class Certificates), as a collective whole. The Special
Servicer shall consider such alternative courses of action, if any, and any other feedback provided by the Operating Advisor (and
if no Consultation Termination Event has occurred, the Directing Certificateholder) in connection with the Special Servicer’s
preparation of any Asset Status Report that is provided while an Operating Advisor Consultation Event has occurred and is continuing.
The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred, the Directing Certificateholder), to the extent
the Special Servicer determines that the Operating Advisor’s and/or the Directing Certificateholder’s input and/or
recommendations are consistent with Accepted Servicing Practices and in the best interest of the Certificateholders as a collective
whole. Promptly upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments
from the Operating Advisor or the Directing Certificateholder, the Special Servicer shall deliver to the Operating Advisor and
the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued) or notice that the
Special Servicer has decided not to revise such Asset Status Report, as applicable.


 


(m)          In
connection with the approval or consultation rights of the Directing Certificateholder or the consultation rights of the Operating
Advisor with respect to any Asset Status Report, if the Special Servicer determines that action recommended in an Asset Status
Report is necessary to protect the Property or the interests of the Certificateholders from potential harm if such action is not
taken, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, the Special
Servicer may take actions with respect to the Property before the expiration of the 10 Business Day period if the Special Servicer
reasonably determines in accordance with Accepted Servicing Practices that failure to take such actions before the expiration
of the 10 Business Day period would materially adversely affect the interest of the Certificateholders, and the Special Servicer
has made a reasonable effort to contact the Directing Certificateholder or the Operating Advisor, as applicable.


 


(n)          After
the occurrence and during the continuance of a Control Event, the Directing Certificateholder shall have no right to consent to
any Asset Status Report under this Section 3.10. After the occurrence and during the continuance of a Control Event but
prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and after the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall be entitled to consult with the Special
Servicer (telephonically or electronically), on a non-binding basis, and may propose alternative courses of action and provide
other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Directing
Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or
otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only


  






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be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose
to revise the Asset Status Report as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into
account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods
described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder. The consultation process with the Operating Advisor and any revisions to the Asset Status Report made by the
Special Servicer in response to such consultation described in this section are collectively referred to as the “ASR
Consultation Process”. The consent or consultation process with the Directing Certificateholder and any revisions to
the Asset Status Report made by the Special Servicer in response to such consultation described in this section are collectively
referred to as the “Directing Certificateholder Asset Status Report Approval Process”.


 


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, approval or direction from any Directing Certificateholder prior to or after acting or making any determination
(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/or identified; and (ii) no
advice, direction or objection from or by the Directing Certificateholder, as contemplated by Section 9.3, or pursuant
to any other provision of this Agreement, as contemplated by this Agreement or the Co-Lender Agreement, may (and the applicable
Special Servicer may ignore and act without regard to any such advice, direction or objection that such Special Servicer has determined,
in its reasonable, good faith judgment, would): (A) require or cause such Special Servicer to violate applicable law, the terms
of the Mortgage Loan Documents, the Co-Lender Agreement or this Agreement, including the Special Servicer’s obligation to
act in accordance with Accepted Servicing Practices, (B) result in an Adverse REMIC Event, (C) expose the Trust, the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor 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 Servicer’s or Special Servicer’s responsibilities under this Agreement.


 


The
Servicer and the Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement, the Co-Lender
Agreement and the Mortgage Loan Documents.


 


 (o)          During
the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Loan Parties
and, subject to the rights of the Directing Certificateholder (so long as no Consultation Termination Event is continuing) and
take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Final Asset Status Report.


 


 (p)          Upon
request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator
with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail, without charge, to
the address specified in such request a copy of the most current Asset Status Report that it has received from the Special Servicer.


 






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 (q)          In
addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each
Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer
Loan File with respect to the Mortgage Loan.


 


 (r)          The
Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its
reasonable discretion to perform its obligations under this Agreement. In no event, however, shall the Special Servicer be required
to deliver a summary of any interim or draft Asset Status Report.


 


 3.11.          Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage.    (a)  The
Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with Accepted
Servicing Practices to cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance
with the Mortgage Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially
reasonable rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property
of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents and to monitor the
Borrower’s compliance with such insurance requirements. The cost of any such insurance maintained by the Servicer shall
be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer
nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the
failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts,
if and only if the Special Servicer has (and, prior to the occurrence and continuance of a Control Event, with the consent of
the Directing Certificateholder) determined, on an annual basis, that such failure is an Acceptable Insurance Default. Neither
the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent
the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date
thereof.


 


 (b)          The
Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain
with respect to the Property referred to in subsection (a) of this Section or, at the Special Servicer’s election,
coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect
to Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the
Servicer as a Property Protection Advance unless such Advance would be a Nonrecoverable Advance. Any such insurance (other than
terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required to be
maintained with respect to Foreclosed Property shall only be so required to the extent such insurance is available at commercially
reasonable rates and the Trust has an insurable interest in the Foreclosed Property. If the Special Servicer requests the Servicer
to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon
as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable
Advance, and if the Servicer does not make such Advance, the Trustee (within 5


 






    	-100- 



     


    

 


Business Days of its receipt of notice of the Servicer’s
failure to make such Advance) shall make an Advance of the premiums to maintain such insurance; provided that, in each
such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee
as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.


 (c)          The
Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining
a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case
may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11.
The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the applicable Loan Parties,
shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such master force
placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be
obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such
clause to the extent any such deductible exceeds the deductible limitation that pertained to the Trust Loan, or in the absence
of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


 (d)          Each
of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy with an insurance
company with a claims-paying ability rating at least equal to (a) “A-” by S&P, (b) “A-” by Fitch
Ratings, Inc., (c) “A-3” by Moody’s Investors Service, Inc. or (d) “A-:VIII” by A.M. Best
Company (or such other rating as to which a Rating Agency Confirmation has been obtained) covering its officers and employees
of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such
insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from
forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special
Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall at least be equal to the
coverage that is required by the applicable governmental authorities having regulatory power over the Servicer and Special
Servicer. The amount of coverage shall be in such form and amount as are consistent with Accepted Servicing Practices. In the
event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain
a comparable replacement bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if any, to
maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements as described above. In
lieu of the foregoing, but subject to this Section 3.11, the Servicer and Special Servicer shall be entitled to
self-insure with respect to such risks so long as the long term debt obligations or deposits of the Servicer or Special
Servicer, as applicable (or its immediate or remote parent) is rated at least “A-” or at least its equivalent by
S&P.


 


 (e)          No
provision of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer
or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee shall be entitled to request,
upon


 






    	-101- 



     


    

 


receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer shall each deliver or
cause to be delivered to the Trustee, a certificate of insurance from the surety and insurer certifying that such insurance is
in full force and effect. The Trustee will make any such certificate of insurance available to the requesting Certificateholder
on a confidential basis.


 


 (f)          The
Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement
an “errors and omissions” insurance policy with an insurance company with a claims-paying ability rating at least
equal to (a) “A-” by S&P, (b) “A-” by Fitch Ratings, Inc., (c) “A-3” by Moody’s
Investors Service, Inc. or (d) “A-:VIII” by A.M. Best Company (or such other rating as to which a Rating Agency Confirmation
has been obtained) covering its officers and employees of the Operating Advisor in connection with its activities under this Agreement.


 


 3.12.          Procedures
with Respect to Defaulted Mortgage Loan; Realization upon the Property.    (a)  Following, and during the continuance
of, a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee (with notification to and consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Event and upon consultation with the Directing Certificateholder
after the occurrence and during the continuance of a Control Event but so long as no Consultation Termination Event has occurred,
and upon consultation with the Operating Advisor after the occurrence and during the continuance of the Operating Advisor Consultation
Event), for the benefit of the Certificateholders and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents,
and the Co-Lender Agreement, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted
Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Mortgage
Loan. In connection with any foreclosure, enforcement of the applicable Mortgage Loan Documents or other realization on the Collateral,
the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings
as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


 (b)          Such
proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives
such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which
the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does
not cause the Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or subject the Trust REMIC to any tax (other
than a tax on “net income from foreclosure property” under Code Section 860G(c)).


 


 (c)          In connection with such foreclosure as described in Section 3.12(a)
or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however,
that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer
shall be required, to expend its own funds to restore the Property damaged by an Uninsured Cause unless the Servicer or the
Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations
hereunder. If the Servicer does expend its own funds to restore the Property


 






    	-102- 



     


    

 


damaged by an Uninsured Cause (which insurance
policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance.
In connection with any foreclosure, enforcement of the Mortgage Loan Documents or other realization on the Collateral, the
Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as
a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such
Advance would constitute a Nonrecoverable Advance.


 


 (d)          In
connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the Servicer
shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines,
in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the
preceding sentence in accordance with Section 3.23. Subject to Section 9.3(a), for so long as a Control Event
is not continuing, while negotiating a workout with the Borrower, the Special Servicer shall pursue any such foreclosure action
to but not including actual foreclosure until such negotiations, in the judgment of the Special Servicer and in accordance with
Accepted Servicing Practices and subject to Section 9.3(a), are not reasonably likely to produce a greater recovery on
a net present value basis than foreclosure.


 


 (e)          Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and
thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to such Property that
would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be
a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the
meaning of CERCLA or any comparable law, subject to the rights of the Directing Certificateholder to consent or consult and the
rights of the Operating Advisor to consult in respect of such action, as applicable, unless the Special Servicer has previously
determined, based on a report prepared as a Trust Fund Expense by an independent Person who regularly conducts site assessments
for purchasers of comparable properties (a copy of such report to be provided to the Certificate Administrator, the Companion
Loan Holders and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental
laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery
on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer
relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or that if
such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider
in electronic format and the 17g-5 Information Provider shall make such report available to the Rating Agency and NRSROs pursuant
to Section 8.15(b).


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would
be in the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion
Loan Holders as a collective whole (taking into account the subordination of the E Notes to the other Notes, the


 






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 subordination
of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes and the B Notes, and
the subordination of the B Notes to the A Notes) to institute a foreclosure or take any other actions described in the immediately
preceding paragraph, subject to the rights of (i) the Directing Certificateholder to consent to, and (ii) the Directing Certificateholder
and the Operating Advisor to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer
shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership
of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer
as a Property Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable
Advance) to the effect that such acquisition will not cause the imposition of a tax on the Trust REMIC (other than a tax on “net
income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding.


 


The
Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean
up or remediation as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(f)          The
environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person who
regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a
manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a
Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would
constitute a Nonrecoverable Advance.


 


 (g)          Notwithstanding any provision herein to the contrary, the
Special Servicer shall not acquire and hold for the benefit of the Trust Fund any personal property (including any non-real
property Collateral) pursuant to this Section 3.12 unless:


 


(i)          such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection
Advance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on
the Trust REMIC under the REMIC Provisions or cause the Trust to fail to qualify as a REMIC at any time that any Certificate is
outstanding (and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed
part of an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner
of such personal property for federal income tax purposes to be designated at such time).


 


 (h)          Notwithstanding
any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan and cancellation of
the Mortgage Loan, the Trust Loan and each Companion Loan shall be deemed to remain outstanding and, in


 






    	-104- 



     


    

 


the case of the Trust
Loan, held in the Trust, and in the case of the Companion Loans, held by the Companion Loan Holders, for purposes of the application
of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as
the Trust Loan and each Companion Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it
shall be assumed that the unpaid principal balance of the Trust Loan and each Companion Loan immediately after any discharge is
equal to the unpaid principal balance of the Trust Loan and such Companion Loan immediately prior to such discharge and (ii) Foreclosure
Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender Agreement.


 


 3.13.          Custodian
and Trustee to Cooperate; Release of Items in Mortgage File.    From time to time and as appropriate for the servicing
of the Mortgage Loan or foreclosure of or realization on the Property, the Custodian shall, upon request of the Servicer or the
Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto, release or cause
to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the lesser
of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related request for release and
the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such
request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


 3.14.          Title
and Management of Foreclosed Property.    (a)  In the event that title to the Property is acquired for the benefit
of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed,
certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Certificateholders,
or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as
otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned
by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided
that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to
the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the
foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed
Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event
within the time period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections
12.2 and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor
Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion Loan Holders
solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vii),
the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection
Account pursuant to Section 3.4(c)(vii).


 


 (b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its


 






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own funds and general assets and shall establish and maintain with respect to any Foreclosed
Property a Foreclosed Property Account on behalf of the Trust pursuant to Section 3.5(b).


 


(c)          The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with Foreclosed Property for the benefit of the Trust Fund
and the Companion Loan Holders as a collective whole (taking into account the subordination of the E Notes to the other Notes,
the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes
and the B Notes, and the subordination of the B Notes to the A Notes) on such terms as are appropriate and necessary for the efficient
liquidation of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing
Practices.


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues
received with respect to Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for
the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation
and protection of such Foreclosed Property, including, but not limited to:


 


(i)          all
insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)          all
taxes, assessments, charges, any condominium common charges payable by the Borrower or other similar items in respect of such
Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and


 


(iii)          all
costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i)
through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the
Servicer shall, make a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance.


 


(d)          The
Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager
for the operation and management of Foreclosed Property; provided that no such contract shall impose individual liability
on the Trustee or the Trust; provided, further, that:


 


(i)          the
terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)          any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special
Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management
of the Foreclosed Property, and (B) remit all related revenues (net of such


 






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costs and expenses) to the Special Servicer,
as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed
Property Account;


 


(iii)          none
of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor
Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management
of the Foreclosed Property; and


 


(iv)          the
Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction
was more than 10% complete at the time default on the Mortgage Loan became imminent.


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject
to reimbursement pursuant to Section 3.4(c)(ix). The Special Servicer agrees to monitor the performance of the Successor
Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)          On
or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and
deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through
the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed
in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to
fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that
the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital,
repairs, replacements and necessary capital improvements and other related expenses.


 


 3.15.          Sale
of Foreclosed Property.    (a) In the event
that title to the Property is acquired for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure
or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the
name of the Trustee, as trustee for the Holders of the Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through
Certificates, Series 2017-AMO, and the Companion Loan Holders, or their nominee (which shall not include the Special Servicer),
on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10.
The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously
as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders
and the Companion Loan Holders as a collective whole (taking into


 






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account the subordination of the E Notes to the other Notes,
the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes
and the B Notes, and the subordination of the B Notes to the A Notes) and not with a view to the maximization of profit, but in
no event later than the time period set forth in Section 12.2 in a manner provided under this Section 3.15.


 



 (b)          If the Special Servicer or an Affiliate acquires any
Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall
be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all
things in connection with the management and operation of such Foreclosed Property in accordance with Accepted Servicing
Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest of the
Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the E Notes
to the other Notes, the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C
Notes to the A Notes and the B Notes, and the subordination of the B Notes to the A Notes) and consistent with the REMIC
Provisions.


 


 (c)          Subject
to the consent and consultation rights of the Directing Certificateholder, as applicable, the Special Servicer shall accept the
highest cash offer for Foreclosed Property received from any Person. However, in no event may such offer be less than an amount
at least equal to the sum of (i) the portion of the outstanding principal balance of the Mortgage Loan with respect to such
Foreclosed Property, (ii) unreimbursed Property Protection Advances and Administrative Advances and all accrued and unpaid
interest on Advances, (iii) all accrued and unpaid interest on Companion Loan Advances, (iv) fees and amounts owed to the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and any parties to any Other Securitization
with respect to such Foreclosed Property, and (v) all unpaid interest, if any, accrued with respect to the outstanding principal
balance of the Mortgage Loan with respect to such Foreclosed Property through the date of sale and all reasonably estimated liquidation
expenses. In the absence of any such offer, the Special Servicer shall accept the highest cash offer that it determines is a fair
price based on Appraisals obtained within the last 9 months. If the highest offeror is an Interested Person or any Certificateholder,
then the Trustee shall determine the fairness of the highest offer based upon such Appraisal or, if no Appraisal has been obtained
within the last 9 months, based on an Appraisal obtained at the expense of the Trust; provided that if the Trustee is required
to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an Independent Appraiser
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment
in comparable properties, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining
whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the
Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value
incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject
to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as a Trust Fund Expense. Notwithstanding
the foregoing, subject to the rights of the Directing Certificateholder and the Operating Advisor, the Special


 






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Servicer shall
not be obligated to accept a higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices,
that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective
whole (taking into account the subordination of the E Notes to the other Notes, the subordination of the D Notes to the A Notes,
the B Notes and the C Notes, the subordination of the C Notes to the A Notes and the B Notes, and the subordination of the B Notes
to the A Notes), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if
it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of
the Certificateholders and the Companion Loan Holders (taking into account the subordination of the E Notes to the other Notes,
the subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes
and the B Notes, and the subordination of the B Notes to the A Notes). For avoidance of doubt, the Directing Certificateholder
may submit bids on the Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property.


 



(d)          Subject to the provisions of Sections 3.14 and 12.2,
the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other
action necessary or appropriate in connection with the sale of Foreclosed Property, including the collection of all amounts
payable in connection therewith. Any sale of Foreclosed Property shall be without recourse to the Trustee, the Depositor, the
Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor, the Trust or the Certificateholders and
the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary
warranties, so long as the only recourse for breach thereof is to the Trust) and if consummated in accordance with the terms
of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator or the Special Servicer shall have any
liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the
Trustee.


 


 (e)          The
proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection
therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


 (f)          Within
30 days of the sale of Foreclosed Property, if not previously included in a CREFC® Report provided by the Servicer
or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders and the Certificate
Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed
Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such
Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect
to the outstanding balance of the Mortgage Loan immediately prior to the acquisition of the Foreclosed Property, calculated from
the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion Loan Holders
or Certificate Administrator may reasonably request.


 


(g)          If
the Mortgage Loan is a Specially Serviced Mortgage Loan or the Property becomes Foreclosed Property, the Servicer shall prepare
and file on a timely basis the


 






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reports of foreclosures and abandonments of the Property required by Section 6050J of the
Code and the reports of discharges of indebtedness income in respect of the Trust Loan and each Companion Loan required by Section 6050P
of the Code.


 


 (h)          The
Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its
reasonable discretion to perform its obligations under this Agreement.


 


     3.16.          Sale
of the Mortgage Loan.


 



 (a)            (i) Within sixty (60) days after the occurrence of
a Special Servicing Loan Event and notice of the occurrence is received by the Special Servicer, the Special Servicer shall
order (but shall not be required to have received) an Appraisal. The Servicer shall promptly notify in writing the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion Loan Holders and the Directing
Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event) of the occurrence of such
Special Servicing Loan Event. Upon delivery by the Servicer of the notice described in the preceding sentence, and subject to
the rights of the Directing Certificateholder and the Operating Advisor, the Special Servicer may offer to sell to any Person
the Mortgage Loan or may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with
Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and
such a sale would be in the best economic interests of the Trust and the Companion Loan Holders as a collective whole (taking
into account the subordination of the E Notes to the other Notes, the subordination of the D Notes to the A Notes, the B
Notes and the C Notes, the subordination of the C Notes to the A Notes and the B Notes, and the subordination of the B
Notes to the A Notes) on a net present value basis. The Special Servicer shall provide the Trustee, the Companion Loan
Holders, the Certificate Administrator, the Operating Advisor and the Directing Certificateholder (prior to the occurrence of
a Consultation Termination Event) not less than five (5) Business Days’ prior written notice of its intention to sell
the Mortgage Loan, in which case the Special Servicer is required to accept the highest offer received from any Person (other
than any Interested Person) for the Mortgage Loan so long as such offer is at least equal to the Mortgage Loan Purchase
Price. At the Special Servicer’s option, if it has received no offer at least equal to the Mortgage Loan Purchase Price
therefor, an Interested Person (other than the Manager or Borrower Affiliate) may purchase the Mortgage Loan at the Mortgage
Loan Purchase Price. Any Companion Loan is to be sold together with the Trust Loan, subject to this Section 3.16 and
any additional requirements set forth in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender
Agreement).


 


  (ii)          In
the absence of any offer and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer shall accept
the highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage
Loan. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any
defaulted Mortgage Loan, the Special Servicer is required to take into account (in addition to the results of any appraisal,
updated appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine months),
among other factors, the period and amount of the occupancy level and physical condition of the Property and the state of the
local economy. However, if the


 






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highest offeror is a Person who is the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Directing Certificateholder (or any of its Affiliates), the Manager, any Borrower Affiliate, an Other Depositor,
the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an
Other Securitization Trust, a Companion Loan Holder or any known Affiliate of any of them (any such Person, an “Interested
Person”), then the Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph
(the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee
and any other information reasonably requested by the Trustee) shall determine if the highest offer is a fair price; provided
that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B)
if such offer is less than the applicable Mortgage Loan Purchase Price, at least two other offers are received from independent
third parties. Any such determination shall be binding upon all parties. All reasonable costs and fees of the Trustee and any
third party hired by the Trustee in accordance with this Agreement in making such determination shall be reimbursable to it first,
by the Servicer as an Advance, or if the Servicer determines that such amounts are Nonrecoverable Advances, then as a Trust Fund
Expense. The Directing Certificateholder may submit bids on the defaulted Trust Loan in the same manner and at the same time and
place as any other bidder. If the Trustee designates any such third party to make such determination, the Trustee shall be entitled
to rely conclusively upon such third party’s determination. Neither the Trustee, in its individual capacity, nor any of
its Affiliates may make an offer for or purchase the Mortgage Loan.


 


(iii)          Notwithstanding
anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase the Mortgage Loan and
the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at
its option and at the expense of the Interested Person or as a Trust Fund Expense, as set forth below) designate an Independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation
of or investment in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee for the sole
purpose of determining whether any such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates any
such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the reasonable costs of all Appraisals, property condition assessments and broker opinions
of value incurred by the Trustee or any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable
by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such expense shall be reimbursable
to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable
Advances, and then, if not paid by the Servicer as an Advance, paid as a Trust Fund Expense; provided that the Trustee shall not
engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(iv)          The
Special Servicer shall not be obligated to accept a higher offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that the


 






    	-111- 



     


    

 


rejection of such offer would be in the best interests of the Certificateholders and the Companion
Loan Holders as a collective whole (taking into account the subordination of the E Notes to the other Notes, the subordination
of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes and the B Notes, and
the subordination of the B Notes to the A Notes). In addition, the Special Servicer may accept a lower offer if it determines,
in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders
and the Companion Loan Holders as collective whole (taking into account the subordination of the E Notes to the other Notes, the
subordination of the D Notes to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes and
the B Notes, and the subordination of the B Notes to the A Notes) on a net present value basis (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 in other respects), provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell the Mortgage Loan prior to
the Rated Final Distribution Date.


 


(v)          Unless
and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other
resolution strategies with respect to the Mortgage Loan, including, without limitation, workout and foreclosure, as the Special
Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 


 (b)          Prior
to the occurrence and continuance of a Control Event, any sale of the Mortgage Loan by the Special Servicer shall be subject
to the Directing Certificateholder’s consent rights (subject to limitations on such consent pursuant to Section
9.3(a) herein) and after the occurrence and continuance of a Control Event but prior to the occurrence of a Consultation
Termination Event, any sale of the Mortgage Loan will be subject to the consultation rights of the Directing
Certificateholder as described in Section 9.3 herein.


 


 (c)          The
right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall
terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or
effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event
has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting
the terms of the workout arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off).


 


 (d)          Any
sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the Co-Lender
Agreement.


 


 (e)          Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without
the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan


 






    	-112- 



     


    

 


Holder if
such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered to the Companion
Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at
least 10 days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid
packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed
sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the Loan File reasonably requested
by such Companion Loan Holder that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Servicer or the
Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery
or timing requirements set forth in this sentence. The Companion Loan Holders will be permitted to make offers to purchase, and
either such party is permitted to be the purchaser at any sale of, the Mortgage Loan.


 


 3.17.         Servicing
Compensation.    The Servicer shall be entitled to receive
the Servicing Fee with respect to the Trust Loan, the Companion Loans and any Foreclosed Property payable monthly from the Collection
Account from payments of interest on the Trust Loan or the Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii);
provided that if such collections on the Trust Loan and Companion Loan are not sufficient to pay all accrued and unpaid
Servicing Fees on the Mortgage Loan upon the final liquidation of the Mortgage Loan, any accrued but unpaid Servicing Fees will
be payable out of other amounts on deposit with respect to the Mortgage Loan in accordance with Section 3.4(c)(xii). The
Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to
the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder
other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer
if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required
by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly
be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement
or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing
services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence,
bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”).


 


In
addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such
items are actually collected on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan,
50% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval
or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under this Agreement and (y) so long as the Mortgage Loan is not a Specially Serviced Mortgage
Loan, 100% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent,
approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed
consent or


 






    	-113- 



     


    

 


approval) of the Special Servicer under this Agreement; (ii) so long as the Mortgage Loan is not a Specially Serviced
Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or
other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement and 50% of Assumption Fees collected during the related Collection Period in connection
with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or
approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Mortgage Loan is not
a Specially Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so
long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves
no modification, waiver or amendment of the terms of the Mortgage Loan and is paid in connection with a consent the Servicer is
permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this
Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms
of the Mortgage Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected
for checks returned for insufficient funds; (vi) all or a portion of charges for beneficiary statements or demands actually paid
by the Borrower; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, (A) 50% of the other loan processing fees
actually paid by the Borrower to the extent that the consent of the Special Servicer is required in connection with the associated
action and (B) if such consent is not required, 100% of other loan processing fees actually paid by the Borrower; (viii) interest
or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent
of the net investment earnings, if any, with respect to any such 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 the
Borrower under applicable law or under the Mortgage Loan Documents); (ix) 100% of late payment charges and net Default Interest
collected when the Mortgage Loan is not a Specially Serviced Mortgage Loan to the extent not applied to pay other amounts in accordance
with Section 3.4(c) and (x) 100% of defeasance fees.


 


If
a Special Servicing Loan Event occurs and is continuing with respect to the Mortgage Loan, the Special Servicer shall be entitled
to receive a Special Servicing Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues
as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the
cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses
of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s
accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder
including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection
with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith
or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing
Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties
negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of
principal and interest made on the


 






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Mortgage Loan following such written agreement for so long as another Special Servicing Loan
Event does not occur with respect to the Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns
after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain
the right to receive any and all Work-out Fees on all payments of principal and interest made on the Mortgage Loan following such
written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special
Servicing Loan Event does not occur and the successor special servicer shall have no rights with respect to such Work-out Fee.
In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or the liquidation
of the Specially Serviced Mortgage Loan as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation
Fee shall be payable in connection with any repurchase of the Trust Loan (or any allocable portion thereof) by the Loan Sellers
or a Loan Seller pursuant to the Loan Purchase Agreement (so long as such repurchase occurs within the 90 day time period required
by the Loan Purchase Agreement for the Loan Sellers or a Loan Seller to cure or repurchase the Trust Loan or a portion of the
Trust Loan, respectively (including any applicable extension period)), or in connection with the sale of the Trust Loan by the
Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be
payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable
from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to
the contrary, with respect to the Mortgage Loan and any amount collected in a Collection Period, the Special Servicer shall only
be entitled to receive a Work-out Fee or a Liquidation Fee, but not both.


 


The
Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent that
such items are actually collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan or with
respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the
Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of Modification Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage Loan is
a Specially Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the Mortgage
Loan is not a Specially Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period in connection
with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or
approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Mortgage Loan is a Specially
Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Mortgage
Loan is a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver
or amendment of the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of consent
fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is
paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under this Agreement; (vi) if the Mortgage Loan is a Specially Serviced Mortgage
Loan, all or a portion of charges for beneficiary statements or demands and


 






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other loan processing fees actually paid by the Borrower;
(vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of the other loan processing fees actually paid by the
Borrower to the extent that the consent of the Special Servicer is required in connection with the associated action and if the
Mortgage Loan is a Specially Serviced Mortgage Loan, 100% of other loan processing fees actually paid by the Borrower; (viii)
interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings,
if any, for each Collection Period); and (ix) 100% of late payment charges and Default Interest (to the extent not applied to
pay other amounts pursuant to Section 3.4(c)) collected when the Mortgage Loan is a Specially Serviced Mortgage Loan.


 


Notwithstanding
any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the
amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan
Parties (to the extent the Loan Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Loan
Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)
or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary
Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly
described herein as a Trust Fund Expense.


 


Except
as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive
all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special
Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge
or other disposition shall be void, unless such transfer is made to a successor Servicer or successor special servicer, as applicable,
in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


As
compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate
Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,
the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the
Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee)
may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate
Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


KeyBank
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), 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


 






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exempt from the registration and/or qualification
requirements of the Act and any applicable state securities laws and is otherwise made in accordance with the Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form
attached as Exhibit N-1 hereto, and (iii) the prospective transferee shall have delivered to KeyBank and the Depositor
a certificate substantially in the form attached as Exhibit N-2 hereto. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify an Excess Servicing Fee Right under the 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. KeyBank 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 KeyBank 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 Initial Purchasers, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer
and the Operating Advisor against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws
or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder
thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation
of any provision of the Act or other applicable securities laws or that would require registration of such Excess Servicing Fee
Right or any Certificate pursuant to the Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right
or the termination of KeyBank as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such
Servicer as Servicing Fees, 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 such Servicer, in each case in accordance with payment instructions provided
by such holder in writing to such 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 Depositor, the Special Servicer, the Trustee, the
Certificate Administrator or the Operating Advisor shall have any obligation whatsoever regarding payment of the Excess Servicing
Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and
any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer
to be deposited by the Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special
Servicer Fees by the Special Servicer or its Affiliates. On any Distribution Date immediately following such receipt, the Special
Servicer shall deliver or cause to be delivered to the Servicer within two (2) Business Days following the Determination Date
related to such Distribution Date, and the Servicer shall deliver to the Certificate Administrator, without charge, one (1) Business
Day prior to the Distribution Date an electronic report which may include HTML, word or excel compatible format, clean and searchable
PDF format or such other format as mutually agreeable between the Certificate Administrator, the Servicer and the Special Servicer
that discloses and contains an itemized listing of any


 






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Disclosable Special Servicer Fees received by the Special Servicer or any
of its Affiliates, if any, with respect to such Distribution Date.


 


Any
fees, expenses, reimbursement amounts or other payments or amounts due from the Companion Loan Holders shall be deducted from
any funds distributed to such Holders as and to the extent provided in the Co-Lender Agreement.


 


3.18.          Reports
to the Certificate Administrator; Account Statements.


 


 (a)          The
Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator and the Companion Loan Holders,
in an electronic format reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices,
not later than (i) 9:00 a.m. (New York time) one (1) Business Day prior to each Distribution Date, the CREFC® Loan Periodic
Update File, (ii) 1:00 p.m. (New York time) one (1) Business Day prior to each Distribution Date, any updated CREFC® Loan
Periodic Update File, if applicable, and (iii) 3:00 p.m. (New York time) one (1) Business Day prior to each Distribution Date,
the remaining CREFC® Reports.


 


Notwithstanding
the foregoing, the Servicer (or the Special Servicer, with respect to Specially Serviced Mortgage Loans or REO Property) shall
prepare the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet on a quarterly and annual
basis (commencing with the quarter ending September 30, 2017 and year ending December 31, 2017, each within 30 days after receipt
by the Servicer or the Special Servicer, as applicable), within 30 days after receipt by the Servicer or the Special Servicer,
as applicable, of the financial statements, operating statements, rent rolls, or other information required to prepare (or, if
previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet, and
shall deliver the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet to the Certificate
Administrator on a monthly basis in accordance with clause (iii) of the preceding paragraph (it being understood that the most
updated CREFC® Operating Statement Analysis Report and the most updated CREFC® NOI Adjustment Worksheet will be delivered
to the Certificate Administrator if the Servicer or the Special Servicer is not required to prepare updated reports with respect
to the related Distribution Date); provided, however, that any analysis or report 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.


 


 (b)          The
Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced by it
pursuant to this Agreement not later than the time period specified in Section 3.18(a), and thereafter to the 17g-5
Information Provider, who shall make such reports available to the Rating Agency on its website.


 


 (c)          The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Loan Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
the Loan Sellers or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted


 






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Servicing Practices to correct patent errors). The Special Servicer will be required pursuant
to Section 3.18(a) of this Agreement to deliver to the Servicer the information required of it pursuant to this Section
3.18(c) with respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan commencing in July 2017, and within
thirty (30) days after its receipt of any operating statement and related rent rolls for any Property or Foreclosed Property.


 


 3.19.          [RESERVED].


 


 3.20.          [RESERVED].


 


 3.21.          Access
to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


 (a)          Upon
reasonable prior written request, the Certificate Administrator or the Custodian, as applicable, shall provide reasonable access
during its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in its
possession or in its control regarding the Mortgage Loan to any Privileged Person (other than a Borrower Affiliate, the Manager,
or their respective agents or Affiliates); provided, however, that to the extent such reports, information and documentation
is provided to a Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s
Website. Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate
Administrator by the Servicer.


 


 (b)          Upon
request of the Depositor or the Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agency to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with Section 8.15(b). In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.
In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by
the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available
to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information on the 17g-5
Information Provider’s Website pursuant this Section 8.15(b).


 


 (c)          Upon
the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB and is designated
as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor Certification
in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the “Rule
144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A Information Recipients
such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A Information”), to the
extent such Rule 144A Information has been received by the Certificate Administrator.  If the Certificate Administrator receives
a request for Rule 144A Information in connection with the resale of any Certificate by a Certificateholder or Beneficial Owner,
and such Rule 144A Information has not previously been provided to the Certificate Administrator by the Depositor, the Certificate
Administrator shall, within three (3) Business Days of receipt of such request, notify the Depositor of such


 


 



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request and identify
the Rule 144A Information requested.  The Depositor shall use commercially reasonable efforts to provide the requested Rule
144A Information to the Certificate Administrator, to the extent the requested Rule 144A Information is in the Depositor’s
possession.  The Certificate Administrator shall, within three (3) Business Days of receipt of any additional Rule 144A Information
from the Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A Information Recipient
and (ii) post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 


  3.22.          Inspections.


 


The
Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2018, so long
as a Special Servicing Loan Event is not then continuing; provided that the Servicer shall not be required to inspect the
Property if the Special Servicer has inspected the Property in the past 12 months. The Special Servicer shall inspect or cause
to be inspected the Property, as applicable, and as soon as practicable following the occurrence of a Special Servicing Loan Event
and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable,
shall further inspect, or cause to be inspected, the Property whenever it receives information that such Property has been materially
damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner
as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence
of this paragraph shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall
be a Trust Fund Expense and if paid by the Servicer or the Special Servicer shall constitute a Property Protection Advance or
an Administrative Advance. The Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection
and deliver it to the Certificate Administrator and Companion Loan Holders in electronic format. The Certificate Administrator
shall post such report on the Certificate Administrator’s Website pursuant to Section 8.15(b).


 


 3.23.          Advances.    (a)  In
the event that all or a portion of any Monthly Payment (other than the Balloon Payment and Default Interest) or an Assumed Monthly
Payment, as applicable representing interest on the Trust Loan has not been received by the close of business on the Business
Day immediately prior to the Remittance Date, the Servicer, subject to its determination that such amounts are not Nonrecoverable
Advances, shall make an advance on such Remittance Date to the Distribution Account, in an amount equal to the interest portion
of such Monthly Payment (or portion thereof) (or in the amount of the Assumed Monthly Payment, or portion thereof, as applicable)
with respect to the Trust Loan that has not been received by the close of business on the Business Day immediately prior to such
Remittance Date (net of the Servicing Fee with respect to the Trust Loan, which shall not be paid to the Servicer until funds
in the Collection Account are available for payment of such fee); provided that neither the Servicer nor any other party
shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to the Trust Loan if the delinquent
amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in respect of such Trust Loan is received by the
Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date. The portion of
any Monthly Payment Advance equal to the CREFC® Intellectual Property Royalty License Fee for the Trust Loan and
such Distribution Date will not be remitted to the Certificate Administrator but will be deposited in the Collection Account for
payment to CREFC®. The Servicer shall also advance in respect of each Payment


  



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Date following (x) a delinquency
in the payment of the Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable
conversion) of the Mortgage Loan or (y) not later than the related Remittance Date, to the Distribution Account, the amount
of any Assumed Monthly Payment deemed due with respect to the Trust Loan on such Payment Date. For the avoidance of doubt, in
the event that the amount of interest and/or principal on the Trust Loan is reduced as a result of any modification to the Trust
Loan, any Monthly Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as
a result of such reduction. Notwithstanding anything to the contrary herein and subject to the determination of nonrecoverability
provided in this Section 3.23, in the event that the Property becomes Foreclosed Property, the Servicer shall continue
to make advances as required pursuant to this Section 3.23(a) with respect to each Payment Date following such event
in an amount equal to the Monthly Payment or Assumed Monthly Payment, as applicable, due or deemed due with respect to the Trust
Loan on such Payment Date, as if the Property had not become a Foreclosed Property and the Trust Loan continued to be outstanding.
If and to the extent such information is not already included in the Distribution Date Statement for the month in which such Monthly
Payment Advance is made, the Servicer shall notify the master servicer and trustee with respect to each Other Securitization Trust
of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two Business days of making such
advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a)
on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports
in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does
not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts
required to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator
for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest
on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution
Date or, if earlier, the actual remittance date.


 


At
any time that a Trust Appraisal Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be
required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying
such amount by a fraction, the numerator of which is the then-outstanding principal balance of the Trust Loan minus the Trust
Appraisal Reduction Amount allocable to the Trust Loan (including any deemed Trust Appraisal Reduction Amount) and the denominator
of which is the then-outstanding principal balance of the Trust Loan.


 


 (b)          Subject
to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and the Companion Loan Holders,
to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses incurred
by the Servicer or the Special Servicer in the performance of its respective servicing obligations, including, but not limited,
to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the
Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary
to prevent an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real
estate taxes, assessments, ground rents and governmental charges that may be levied or assessed against any Loan Party or any
of its Affiliates or the Property or revenues therefrom or


 






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which become liens on the Property, (B) insurance premiums and
(C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including, without limitation,
reasonable attorneys’ fees and expenses) to the extent not paid by the applicable Loan Parties that are incurred in connection
with a sale of the Mortgage Loan, the negotiation of a workout of the Mortgage Loan, an assumption of the Mortgage Loan or a release
of the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and
including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third party experts, including
Independent Appraisers, environmental and engineering consultants, and (iv) the management, operation and liquidation of
the Property if the Property is acquired by the Trust (collectively, “Property Protection Advances”). In addition,
subject to Section 3.23(e), the Servicer shall advance amounts eligible for withdrawal from the Collection Account
pursuant to clauses (iii) (other than Servicing Fees), (iv)(b), (v) (to the extent reimbursements of
such amounts are owed to the Trustee only), (vi), (viii) and (x) of Section 3.4(c) (collectively,
“Administrative Advances”) on or prior to the related Distribution Date to the extent (A) such amounts are
not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it determines that
such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance. During the continuation of
a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five (5) Business Days’
written notice before the date on which the Servicer is requested to make any Property Protection Advance with respect to the
Mortgage Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’ written notice
shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis (which may include,
without limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special Servicer
shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer
to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance. Subject to Section
6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance,
the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance; provided,
however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with
respect to Advances other than emergency Advances (although such request may relate to more than one Advance).


 


 (c)           To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee
(pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement,
and shall continue to apply with respect to the Trust Loan after any modification or amendment of the Mortgage Loan pursuant to
Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred on such
date and through any court appointed stay period or similar payment delay resulting from any insolvency of any Loan Party or related
bankruptcy, notwithstanding any other provision of this Agreement, subject to the requirement of recoverability, until the earliest
of (i) the payment in full of the Mortgage Loan, (ii) the date on which the entirety of the Property becomes liquidated
or (iii) the date on which the Mortgage Loan is sold.


 






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 (d)           Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate
was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed in a month.
Interest on the Advances shall compound annually. If the context requires, each reference to the reimbursement or payment of an
Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate
through but excluding the date of payment or reimbursement.


 


(e)           Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only
to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with interest thereon
at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in that order, shall
be entitled to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance
with Section 3.4(c). If the context requires, each reference to the reimbursement or payment of an Advance shall be
deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through
but excluding the date of payment or reimbursement.


 


 (f)           The
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate in electronic
format to the Companion Loan Holders, the Operating Advisor, the Certificate Administrator, the Trustee (if such determination
is made by the Servicer), the Servicer and the Special Servicer, detailing the reasons for such determination with supporting
documents attached. Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate Administrator
posting such Officer’s Certificate to the Certificate Administrator’s Website in accordance with Section 8.15(b).
The costs of any appraisals, engineering reports, environmental reports or surveys and other information requested by the Servicer
or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection
Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance,
as applicable, if paid by the Servicer or the Trustee from its funds. Subject to Section 6.3, the Servicer’s reasonable
determination of nonrecoverability in accordance with the above provisions shall be conclusive and binding on the Trustee and
the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would
be a Nonrecoverable Advance, shall make such determination in its commercially reasonable judgment, solely in its capacity as
Trustee.


 


 (g)          The
Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion
Loan, (ii) any Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Monthly Payment
in accordance with the terms of this Agreement), (iii) any Default Interest or Yield Maintenance Default Premiums, (iv) amounts
required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure
of the Property to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure
or other acquisition of the Property in accordance with Section 3.12 upon the


 






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occurrence of a Mortgage Loan Event
of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property, (v) any
losses arising with respect to defects in the title to the Property, or (vi) any costs of capital improvements to the Property
other than those necessary to prevent an immediate or material loss to the Trust’s interest in the Property. In addition,
the Servicer and the Trustee shall have no obligation to make any Monthly Payment Advances with respect to the Companion Loans.


 


 (h)          The
Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a) the
existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Trust Loan,
the Mortgage Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Mortgage Loan as it
may have been modified, (c) the Property in its “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect to the Property, (d) future expenses and (e) the timing of recoveries.


 


 3.24.        Modifications
of Mortgage Loan Documents.    (a)  (i) The Servicer (if no Special Servicing Loan Event has occurred and
is continuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the consent
of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to
the occurrence and continuance of a Control Event, (y) the consultation and review rights of the Directing Certificateholder (subject
to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Control
Event but prior to the occurrence of a Consultation Termination Event and (z) the consultation and review rights of the Operating
Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event, modify, waive or amend any
term of the Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and
(b) does not either (i) cause the Trust REMIC to fail to qualify as a REMIC under the Code or (ii) subject the
Trust REMIC to any tax under the REMIC Provisions (and the Servicer or the Special Servicer, as applicable, may obtain and be
entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary,
in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier
of (a) five (5) years prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with
Accepted Servicing Practices giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of
the current term of the ground lease, plus any options to extend the ground lease exercisable unilaterally by the Borrower. In
connection with (i) the release of the Property or portion thereof from the lien of the related Mortgage or (ii) the
taking of the Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents
require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of
the Property, for purposes of REMIC qualification of the Trust Loan, then, unless then permitted by the REMIC Provisions, such
calculation shall exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special
Servicer notice of all Borrower requests related to any Mortgage Loan modification or


 






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assumption and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward
such notice to the Directing Certificateholder.


 


 (c)          All
modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with
Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Companion Loan Holders, the Operating Advisor
and the Depositor and, so long as no Consultation Termination Event has occurred, the Directing Certificateholder, in writing,
of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian
(with a copy to the Trustee, the Operating Advisor and each Companion Loan Holder) an original recorded (if applicable) counterpart
of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and
recordation (if applicable) thereof. In the event the Servicer or Special Servicer, or a court of competent jurisdiction in connection
with a workout or proposed workout of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the aggregate
adverse economic effect of the modification (if any) required to be borne by the holders of the Trust Notes pursuant to the Co-Lender
Agreement shall be applied to the Certificates, in reverse order of seniority. If all or any portion of the Mortgage Loan is modified,
the Note Rate shall not change for purposes of determining the Net Trust Note Rate or distributions on the Certificates.


 


 (d)          Subject
to Section 3.27, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to
the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating
Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s,
as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan
Parties’ expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or
if the Loan Parties do not pay, as a Trust Fund Expense.


 


 (e)          Notwithstanding
the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may, in accordance with
Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Certificateholder), grant the
Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such
easement, right-of-way or similar agreement and may not condition the granting of any of the above on receipt of Rating Agency
Confirmation if such condition would not be consistent with or permitted by the Mortgage Loan Documents.


 


 (f)          Subject
to Section 3.27 of this Agreement, prior to implementing any of the actions under the definition of Major Decisions, the
Servicer or Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


 


 (g)          Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage
Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-


 






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2(a)(8)(ii) and the 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 Mortgage Loan Documents, in an amount sufficient to make all scheduled payments required
under the terms of the Mortgage Loan 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 the Mortgage Loan in compliance with the requirements of the terms of the Mortgage Loan Documents, (iii) one or
more Opinions of Counsel (at the expense of the related Borrower) to the effect that the Trustee, on behalf of the Trust Fund,
will have a first priority perfected security interest in such substituted property; provided, however, that, to the extent consistent
with the Mortgage Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting such defeasance,
(iv) to the extent consistent with the Mortgage Loan Documents, the related Borrower shall establish a single purpose entity to
act as a successor mortgagor, if so required by the Rating Agency, (v) to the extent permissible under the Mortgage Loan Documents,
the Servicer shall use its reasonable efforts to require the related Borrower 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,
the Servicer shall obtain, at the expense of the Borrower, Rating Agency Confirmation from each Rating Agency. If the Servicer
receives notice of a request for defeasance with respect to the Mortgage Loan, the Servicer shall provide upon receipt of such
notice, written notice of such defeasance request to each Loan Seller or its respective assignee and (ii) until such time
as a Loan Seller provides written notice to the contrary, notice of a defeasance of the Mortgage Loan shall be delivered to such
Loan Seller pursuant to the notice provisions of the related Loan Purchase Agreement.


 


 (h)          If
required under the Mortgage Loan Documents or if otherwise consistent with Accepted Servicing Practices, the Servicer shall establish
and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which
all payments received by the Servicer from any defeasance collateral substituted for the Property shall be deposited and retained,
and shall administer such Defeasance Accounts in accordance with the Mortgage Loan Documents. Notwithstanding the foregoing, in
no event shall the Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90)
days, unless such amounts are reinvested by the 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 Servicer shall deposit all payments received by it from defeasance
collateral substituted for the Property into the Collection Account and treat any such payments as payments made on the Mortgage
Loan in advance of its Payment Date, and not as a prepayment of the Mortgage Loan. Notwithstanding anything herein to the contrary,
in no event shall the 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).


 


 (i)            Subject
to the terms of this Section 3.24, the Special Servicer shall be permitted in its sole discretion to waive all or any portion
of Default Interest. Failure to waive any Default Interest by the Special Servicer shall not in any way be deemed a violation
of Accepted Servicing Practices.


 






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 3.25.       Conflicts
of Interests; Mandatory Resignation of Servicer and Special Servicer.    (a)  The
Servicer, the Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise
provided herein subject to the restrictions on voting set forth in the definition of Certificateholder.


 


 (b)          None
of the Servicer, the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Servicer or Special
Servicer, as applicable, under this Agreement, except as provided in Section 6.4 hereof. In the event that the Special
Servicer becomes a Borrower Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator
of such affiliation. Upon receipt of such notice, the Trustee shall promptly send a request to the Special Servicer requesting
that the Special Servicer resign as Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4
of this Agreement. In the event that no replacement Special Servicer is appointed within thirty (30) days for any reason after
receipt by the Trustee of a notice of such affiliation, the Trustee may petition the court for appointment of a successor special
servicer at the expense of resigning Special Servicer.


 


 3.26.       The
Operating Advisor.


 


(a)           The
Operating Advisor shall review (i) the actions of the Special Servicer with respect to the Mortgage Loan when it is a Specially
Serviced Mortgage Loan and the actions of the Special Servicer with respect to Major Decisions relating to the Mortgage Loan when
it is not a Specially Serviced Mortgage Loan, (ii) all reports by the Special Servicer made available to Privileged Persons that
are posted on the Certificate Administrator’s Website and (iii) each Asset Status Report and Final Asset Status Report delivered
to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder in accordance with
the Operating Advisor Standard.


 


(b)           The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or the Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report or Final Asset Status Report) or otherwise in connection with this transaction, except under the circumstances
described in Section 3.26(f) and subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely
for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i) Based on the Operating Advisor’s review of any assessment of (i) any assessment of compliance, attestation report and
other information delivered to the Operating Advisor by the Special Servicer made available to Privileged Persons that are posted
on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance
of an Operating Advisor Consultation Event, with respect to the Mortgage Loan


 






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when it is a Specially Serviced Mortgage Loan, any
related Final Asset Status Report or Major Decision Reporting Package, and (iii) after the occurrence and continuance of an Operating
Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package, the Operating Advisor shall (if,
at any time during the prior calendar year,

(i) the Mortgage Loan was a Specially Serviced Mortgage Loan, (ii) the Special Servicer delivered a Major Decision Reporting Package
to the Operating Advisor or (iii) there existed an Operating Advisor Consultation Event) deliver to the Certificate Administrator
(which shall promptly post such report on the Certificate Administrator’s Website in accordance with Section 8.15(b)),
the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section
8.15(b)) and the Depositor within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the
“Operating Advisor Annual Report”), substantially in the form of Exhibit Z (which form may be modified
or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms
and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided,
however, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion exercised in good
faith, that the Special Servicer is operating in compliance with Accepted Servicing Practices with respect to its performance
of its duties under this Agreement during the prior calendar year and identifying (1) which, if any, standards the Operating Advisor
believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any deviations from
the Special Servicer’s obligation hereunder with respect to the resolution or liquidation of any Specially Serviced Mortgage
Loan or Foreclosed Property; provided, however, that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to such Special Servicer that was acting as Special Servicer as of December 31 in the
prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. Subject to the
restrictions in this Agreement, including, without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual
Report shall (A) identify any material deviations from (i) Accepted Servicing Practices and (ii) the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of any Specially Serviced Mortgage Loan or Foreclosed
Property and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to a Privileged Information Exception). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 8.15(b)), the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website
in accordance with Section 8.15(b)) and the Depositor; provided, however, that the Special Servicer shall
be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to
the Certificate Administrator and the 17g-5 Information Provider. In preparing the Operating Advisor Annual Report, the Operating
Advisor shall not be required to report on instances of non-compliance with, or deviations from, the Accepted Servicing Practices
or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. The Operating Advisor shall have no obligation to adopt any comments to the Operating
Advisor Annual Report that are provided by the Special Servicer.


 






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(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder.


 


(d)          
(i) After the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.3(d) used in the Special Servicer’s determination
of that course of action to take in connection with the workout or liquidation of the Mortgage Loan when it is a Specially Serviced
Mortgage Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly,
but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special
Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Servicer shall cooperate with the Special Servicer and provide any
information reasonably requested by such Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Servicer’s possession or reasonably obtainable by the Servicer. In the event the Operating Advisor and the Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the
Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall
examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine which
calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the Special
Servicer).


 


(e)          Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor will
be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting Package,
Asset Status Report, Final Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer
or made available to Privileged Persons that are


 






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posted on the Certificate Administrator’s Website during the prior calendar
year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall have
no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox
management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management
changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement.


 


(f)          The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Certificateholder, disclose such information to any other Person (including any Certificateholders
other than the Directing Certificateholder), other than (i) to the extent expressly set forth herein, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information
Exception or (iii) where necessary to support specific findings or conclusions concerning allegations of deviations from Accepted
Servicing Practices (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor
to replace the Special Servicer. Each party to this Agreement that receives information that is appropriately labeled as “Privileged
Information” from the Operating Advisor with a notice stating that such information is Privileged Information shall not,
without the prior written consent of the Special Servicer and (for so long as no Consultation Termination Event is continuing)
the Directing Certificateholder, disclose such Privileged Information to any Person other than pursuant to a Privileged Information
Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


 


(g)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.5.


 


(h)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to the Mortgage Loan. As to the Mortgage Loan, the Operating Advisor Fee shall accrue from time
to time at the Operating Advisor Fee Rate and shall be computed on the basis of the same principal amount, in the same manner
and for the same Mortgage Loan Interest Accrual Period respecting which any related interest payment on the Mortgage Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses, such amounts to be reimbursed from amounts
on deposit in the Collection Account as provided by Section 3.4. Each successor Operating Advisor shall be required to
acknowledge and agree to the terms of the preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Asset Status Report
or Major Decision for which the


 






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Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee
shall be payable from funds on deposit in the Collection Account as provided in Section 3.4 of this Agreement, but only
to the extent such Operating Advisor Consulting Fee is actually received from the Borrower. When the Operating Advisor has consultation
obligations with respect to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special Servicer,
as the case may be, shall use efforts to collect the applicable Operating Advisor Consulting Fee from the Borrower in connection
with such Asset Status Report or Major Decision that are consistent with the efforts that the Servicer or the Special Servicer,
as applicable, would use to collect any Borrower-paid fees not specified in the Mortgage Loan Agreement owed to it in accordance
with Accepted Servicing Practices, but only to the extent not prohibited by the related Mortgage Loan documents. The Servicer
or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the
Borrower if it determines that such full or partial waiver is in accordance with the Accepted Servicing Practices; provided
that the Servicer or Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction, but in no event shall the Servicer or such Special Servicer take any enforcement action with
respect to the collection of such Operating Advisor Consulting Fee other than requests for collection.


 


(i)          The
Operating Advisor may be removed upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to terminate and replace the Operating Advisor
with a proposed successor Operating Advisor (provided that the proposed successor Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from the Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders and the Operating Advisor of such request by posting such notice on
the Certificate Administrator’s Website in accordance with Section 8.15(b), and concurrently by mail at their addresses
appearing on the Certificate Register. Upon the vote or written direction of Holders of a majority of the aggregate Certificate
Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall
terminate all of the rights and obligations of the Operating Advisor under this Agreement by written notice to the Operating Advisor,
and the proposed successor operating advisor will be appointed.


 


(j)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be


 






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effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. If the Trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within
thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible,
give written notice of the termination and appointment to the Special Servicer, the Servicer, the Certificate Administrator, the
Depositor, the Directing Certificateholder (only if no Control Event or Consultation Termination Event is continuing), the Certificateholders
and the 17g-5 Information Provider.


 


(k)          The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(l)          Prior
to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to consent, such consent
not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed pursuant
to this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection
is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for consent and,
if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Certificateholder,
if applicable, if the Operating Advisor has secured a replacement that is an Eligible Operating Advisor and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. If no successor Operating Advisor has been so appointed and accepted the appointment within thirty (30) days
after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment
of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of
its duties pursuant to this Section 3.26.


 






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(n)           In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)           The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.3, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)           The
Operating Advisor shall not make any investment in any Class of Certificates.


 


(q)           The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.26. Notwithstanding
the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed
hereunder in accordance with the provisions of this Agreement without diminution of any such obligation or liability by virtue
of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the
same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this
Agreement.


 


(r)            For
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that
involve the same parties or Borrower involved in this securitization, any experience or knowledge gained by the Operating Advisor
from such other engagements may not be imputed to the Operating Advisor for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer
during its periodic meetings.


 


3.27.        Rating
Agency Confirmation.     Notwithstanding the terms of any related Mortgage Loan Documents (except as otherwise provided
in the Mortgage Loan Agreement with respect to the determination of certain permitted investments of funds under the Mortgage
Loan Agreement) or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires
a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action will not cause a downgrade, withdrawal
or qualification of the then-current ratings on the Certificates as a condition precedent to such action, if the party (the “Requesting
Party”) seeking to obtain such Rating Agency Confirmation or written confirmation has made a request to the Rating Agency
for such Rating Agency Confirmation or written confirmation and, within ten (10) Business Days of such request being sent to the


 






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applicable Rating Agency, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is either declining to review such request or waiving the requirement for Rating Agency Confirmation or written
confirmation, then such Requesting Party shall be required to (i) confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation or written confirmation request, and, if it has, promptly request the related Rating Agency Confirmation or
written confirmation again, and (ii) if there is no response to either such Rating Agency Confirmation or written confirmation
request within five (5) Business Days of such second request, then (x) with respect to any condition in any Mortgage Loan
Document or the Co-Lender Agreement requiring such Rating Agency Confirmation or such written confirmation or any other matter
under this Agreement relating to the servicing of the Mortgage Loan (other than as set forth in clause (y)
below), such condition shall be deemed to be satisfied (provided that granting such request is in accordance with Accepted Servicing
Practices), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition shall be deemed to be satisfied
with respect to with respect to S&P, if the applicable replacement servicer or special servicer, as applicable, is listed
on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer,
as applicable.


 


Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator, Trustee or Operating Advisor,
as applicable, pursuant to this Agreement, shall be made in writing (and email shall be sufficient as a writing), which writing
shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material
the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as applicable, reasonably
deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided
in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5
Information Provider’s Website in accordance with Section 8.15(b).


 


Promptly
following the Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.27
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer,
as applicable, shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such
time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 8.15(b).


 


3.28.          Miscellaneous
Provisions.


 


(a)          The
Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special Servicer, as applicable,
shall respond to any request by the Borrower under Section 5.11(a) of the Mortgage Loan Agreement for written approval of the
Annual Budget.


 


(b)          The
Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special Servicer, as applicable,
shall respond to any request by the


 






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Borrower under Section 5.13, 5.20 or 5.21 of the Mortgage Loan Agreement, as applicable, for
written approval with respect to leasing matters, alterations or reciprocal easement agreements.


 


(c)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any
Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Mortgage Loan or any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor (a “Relevant Action”) requires delivery
of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth
below in this paragraph, such action shall also require delivery of a Companion Loan Rating Agency Confirmation to the master
servicer, the special servicer, the certificate administrator or the operating advisor to any Other Securitization Trust as a
condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Servicer or the Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with a Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation
with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the 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; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking
the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer
or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are
agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such format as the sender
and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business
Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the 17g-5 Information
Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action
at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


3.29.          Companion
Loan Intercreditor Matters.


 


(a)          If,
pursuant to Section 2.9, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased
from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the
rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to
the extent provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned
to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Trust Notes (as
a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on behalf of the holders
of the Companion Notes. Thereafter, such Mortgage File shall be held by


 






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the holder of the Trust Notes or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender
Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


 


(b)           With
respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the
related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Loan Sellers or requesting party), but only to the extent (i) the
requesting party or asset representations reviewer has not been able to obtain such documents from the Loan Sellers or a party
to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer,
the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it
or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a
violation of this Agreement or the Co-Lender Agreement.


 


(c)            Notwithstanding
anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer or Special
Servicer, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing
of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary,
the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent
required under the Co-Lender Agreement.


 


(d)           For
so long as no Consultation Termination Event has occurred, the Servicer or the Special Servicer, as applicable, shall provide
notice to the Directing Certificateholder of any material notices that the Servicer or Special Servicer has received under or
related to any franchise agreement, management agreement, comfort letter, subordination, non-disturbance and attornment agreement,
recognition agreement or similar agreement and the Servicer or Special Servicer is required to consult with the Directing Certificateholder
with respect to the contents of such notices.


 


(e)           With
respect to the Mortgage Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth:


 


(i)             (A)
the amount of the distribution from the Collection Account allocable to principal of the Mortgage Loan and each Note and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Borrower
or other principal prepayments (specifying the reason


 






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therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to each Note and the Mortgage Loan;


 


(ii)           the
amount of the distribution from the Collection Account allocable to interest on each Note and the Mortgage Loan and the amount
of Default Interest on each Note and the Mortgage Loan;


 


(iii)          the
amount of the distribution to the holder of each Note separately identifying the non-default interest, principal and other amounts
included therein with respect to each Note, and if the distribution to the Companion Loan Holders is less than the full amount
that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the
shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Mortgage
Loan and the allocation of such shortfall to each Note;


 


(iv)          the
principal balance of each Note and the Mortgage Loan after giving effect to the distribution of principal as of the end of the
related Collection Period; and


 


(v)           the
amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee with respect to the Trust Loan and each Companion Loan, the Special Servicing Fee,
the Workout Fee and the Liquidation Fee.


 


Not
later than two Business Days prior to each Remittance Date, the Servicer shall make the foregoing statement available to the Companion
Loan Holders by electronic means. In addition, the Servicer and the Special Servicer shall provide such other information relating
to the Mortgage Loan, the Trust Loan or the Companion Loans to the master servicer and special servicer with respect to any Other
Securitization Trust as such master servicer or special servicer may reasonably request in order to perform their respective obligations
under the Other Pooling and Servicing Agreement.


 


(f)            At
any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


3.30.        Additional
Matters with Respect to the Trust Loan.


 


(a)           In
the event that a Loan Seller (a “Repurchasing Seller”) repurchases its respective Note (a “Repurchased
Note”) in accordance with Section 2.9 and Section 8 of the


 






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Loan Purchase Agreement, the provisions of
this Section 3.30 shall apply with respect to the servicing and administration of the Mortgage Loan (and each Loan Seller
has agreed to such provisions in the Loan Purchase Agreement) until such time all of the Trust Notes are repurchased by the Loan
Sellers or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have
entered into a servicing agreement with respect to the Mortgage Loan.


 


(b)          Custody
of the respective Mortgage Loan Documents shall be held exclusively by the Custodian, and record title under the respective Mortgage
Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement,
except that the Repurchasing Seller shall hold and retain title to its original Repurchased Note and any related endorsements
thereof.


 


(i)          Payments
from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by
the Servicer and shall be applied to each related Note in accordance with the Co-Lender Agreement, subject to Section 3.30(b)(ii).
In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Mortgage
Loan shall be collected and shall be applied to each Note in accordance with the Co-Lender Agreement and this Agreement, subject
to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held
in trust by the Servicer for the benefit of the Repurchasing Seller and remitted (net of the Servicing Fees, Special Servicing
Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee
Fees, which are payable to the Trustee), Operating Advisor Fees and any Trust Fund Expenses that are allocable to or attributable
to such Repurchased Note in accordance with the Co-Lender Agreement and Section 3.30(b)(ii)) to the Repurchasing Seller or its
designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Repurchasing Seller and
deposited and applied in accordance with this Agreement.


 


(ii)          In
the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under the Mortgage Loan at any particular time, the Repurchasing Seller shall be entitled to receive from the Servicer an
amount equal to the Repurchasing Seller’s allocable share of such payment as determined in accordance with the Co-Lender
Agreement and this Section 3.30(b)(ii). All expenses, losses and shortfalls including, without limitation, losses of principal
or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out
Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses relating to the
servicing and administration of the Mortgage Loan will be allocated to the holders of the Notes in accordance with the Co-Lender
Agreement. Any Trust Fund Expenses that are not related to the servicing and administration of the Mortgage Loan shall be allocated
to the E Notes, on a Pro Rata and Pari Passu Basis, based on their respective principal balances (up to their respective principal
balances, together with accrued interest thereon at the Note Rate and any other amounts due to each E Note, as applicable), then
the D Notes, on a Pro Rata and Pari Passu Basis, based on their respective principal balances (up to their respective principal
balances, together with accrued interest thereon at the 


 






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Note Rate and any other amounts due to each D Note, as applicable), then
the C Notes, on a Pro Rata and Pari Passu Basis, based on their respective principal balances (up to their respective principal
balances, together with accrued interest thereon at the Note Rate and any other amounts due to each C Note, as applicable), then
the Trust B Notes, on a Pro Rata and Pari Passu Basis, based on their respective principal balances (up to their respective principal
balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Trust B Note, as applicable),
and then the Trust A Notes, on a Pro Rata and Pari Passu Basis, based on their respective principal balances (up to their respective
principal balances, together with accrued interest thereon at the Note Rate and any other amounts due to each Trust A Note, as
applicable). All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that
have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including
any such fees related to the related Notes) and other Trust Fund Expenses that are allocated to the Repurchased Notes shall be
borne by the applicable Repurchasing Seller and shall reduce the amount of collections in respect of the Repurchased Notes that
are distributable to the Repurchasing Seller.


 


(iii)          For
so long as the Mortgage Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the
Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Mortgage Loan consistent
with the terms of this Agreement. The Repurchasing Seller shall not be permitted to terminate the Servicer or Special Servicer
as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Mortgage Loan will be exercised
by the Servicer or Special Servicer, on behalf of the Trust, the Repurchasing Seller and the Companion Loan Holders to the extent
of their respective interest therein (as a collective whole) in accordance with this Agreement, taking into account the interests
of each of the holders of the Notes and the subordination of the E Notes to the other Notes, the subordination of the D Notes
to the A Notes, the B Notes and the C Notes, the subordination of the C Notes to the A Notes and the B Notes, and the subordination
of the B Notes to the A Notes.


 


(iv)          Funds
collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in
accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special
Servicer, Operating Advisor and CREFC® with respect to the related Repurchased Note as provided in this Agreement.
None of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor shall have any
obligation to make any Monthly Payment Advance with respect to the related Repurchased Note. The Servicer, Certificate Administrator,
the Special Servicer and the Operating Advisor shall have no reporting requirement with respect to the related Repurchased Note
other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall
be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise
have under the terms of this Agreement.


 






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(c)          If
any Note is considered a Specially Serviced Mortgage Loan, then each Note shall be a Specially Serviced Mortgage Loan under this
Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Repurchasing
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing
Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.


 


(d)          If
(A) the Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that a related payment
has been made or will be received or collected and (B) such related payment is not received or collected by the Servicer, then
the Repurchasing Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines
at any time that any amount received or collected by the Servicer in respect of the Mortgage Loan must be returned to the Borrower
or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this
Agreement, the Servicer shall not be required to distribute any portion thereof to the Repurchasing Seller, and the Repurchasing
Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion
thereof that the Servicer may have distributed to the Repurchasing Seller, together with interest thereon at such rate, if any,
as the Servicer may pay to the Borrower or such other Person or entity with respect thereto.


 


(e)          Subject
to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall
have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Mortgage
Loan, and (ii) enforce the Mortgage Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence,
the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Mortgage Loan Documents,
agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of
the Mortgage Loan without the consent of the Repurchasing Seller, subject, however, to Section 3.24.


 


(f)          In
taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to
the same degree of care with respect to the administration and servicing of the Mortgage Loan as is consistent with this Agreement;
and shall only be liable to the Repurchasing Seller to the same extent as set forth herein as it is liable to the Trust.


 


(g)          In
the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to
the Mortgage Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined
to be a Nonrecoverable Advance after the final liquidation or disposition of the Mortgage Loan or the Property, the Repurchasing
Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an
amount equal to its allocable share of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate as determined
in accordance with Section 2(b) of the Co-Lender Agreement and Section 3.30(b)(ii).


 






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(h)          The
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)          The
Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise
efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Repurchasing Seller as a holder
of the related Repurchased Note, any and all documents and instruments necessary to maintain the lien created by the Mortgage
or other security document related to the Mortgage Loan on the Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the Mortgage Loan Documents, and any and all instruments of satisfaction or cancellation,
or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related
Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Repurchasing Seller
agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents
necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the Mortgage Loan; provided, however, that the Repurchasing Seller shall
not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect
to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided
that the Servicer or the Special Servicer, without the written consent of the Repurchasing Seller, shall not initiate any
action in the name of the Repurchasing Seller without indicating its representative capacity that actually causes the Repurchasing
Seller to be registered to do business in any state.


 


(j)          The
Repurchasing Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Mortgage Loan Documents related
to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property
or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available
at law or equity with respect to the related Repurchased Note.


 


The
rights granted to the Repurchasing Seller under this Section 3.30 shall in all respects be subject to the general rights,
indemnification in favor of the Certificate Administrator, Trustee, Servicer, Special Servicer and Operating Advisor, protections,
limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3)
and this Section 3.30 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee,
Servicer, Special Servicer and Operating Advisor rights, protections, limitations on liability and immunities which shall apply
to all the Notes, including the Repurchased Note.


 


3.31.          Credit
Risk Retention.


 


(a)          The
Third Party Purchaser, prior to its acquisition of Certificates that constitute the Required Third Party Purchaser Retention Amount,
will be required to enter into an agreement with the Retaining Sponsor (the “Credit Risk Retention Compliance Agreement”).


 






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(b)          None
of the Trustee, the Certificate Administrator or the Custodian shall be obligated to monitor, supervise or enforce the performance
of any party under the Credit Risk Retention Compliance Agreement.


 


4.          DISTRIBUTIONS
AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.          Distributions.
(a)  On each Distribution Date, to the extent of Available Funds, amounts held in the Distribution Account shall be
withdrawn and distributed by the Certificate Administrator in the following amounts:


 


first,
to the Class A Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


second,
to the Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth,
to the Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


sixth,
to the Class B Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth,
to the Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


ninth,
to the Class C Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 






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eleventh,
to the Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


twelfth,
to the Class D Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class HRR Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth,
to the Class HRR Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


fifteenth,
to the Class HRR Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates; and


 


sixteenth,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates, any remaining amounts.


 


In
no event will any Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance which in
the aggregate exceed the original Certificate Balance of such Class.


 


(b)          All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account in error to the extent
funds are available for such purpose) to each Certificateholder of record on the related Record Date by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not
been received at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


(c)          The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate


 






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Administrator’s Website pursuant to Section 8.15(b) and mail to each Holder of such Class of Certificates on such
date to the effect that:


 


(i)          the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of
such Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the end
of the Certificate Interest Accrual Period related to such Distribution Date.


 


(d)          Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within one (1) year after the second notice not all of
such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All
such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year
period following such second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent
permitted by escheatment law, hold all amounts distributable to the Holders thereof for the benefit of such Holders until the
earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund, at which time such amounts shall be distributed to the Depositor.
No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.1(d). Any such amounts transferred to the Certificate Administrator shall not be invested.


 


(e)          The
Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the
Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the
absence of manifest error in such information, may conclusively rely upon it.


 






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(f)          On
each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to each Class of Certificates in the
following order:


 


first,
to the Class HRR Certificates;


 


second,
to the Class D Certificates;


 


third,
to the Class C Certificates;


 


fourth,
to the Class B Certificates; and


 


fifth,
to the Class A Certificates;


 


in
each case until the Certificate Balance of each such Class has been reduced to zero.


 


4.2.        Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal
withholding requirements with respect to payments to Certificateholders and other payees that the Certificate Administrator
reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any
such withholding and such Certificateholders shall furnish any information as may be required for the Certificate
Administrator to comply with any withholding requirements, and each Certificateholder shall be deemed by the acceptance of
its Certificate to agree to provide the Certificate Administrator information relating to such Certificateholder solely to
the extent necessary for the Certificate Administrator to determine any required withholding amounts. In the event the
Certificate Administrator withholds any amount from interest payments or advances thereof or other amounts to any
Certificateholder or payee pursuant to federal withholding requirements, amounts so withheld shall be treated as having been
entirely distributed to such Certificateholder or payee, and the Certificate Administrator shall indicate the amount withheld
to such Certificateholder or payee through a report.


 


4.3.        Allocation
and Distribution of Yield Maintenance Default Premiums. (a)  Yield Maintenance Default Premiums, if any,
collected by the Servicer in respect of the Trust Loan during the related Collection Period shall be remitted from the
Servicer on the Remittance Date to the Certificate Administrator and shall be distributed by the Certificate Administrator to
the Holders of each Class of Certificates (excluding the Class R Certificates) on the related Distribution Date in an amount
equal to the product of (x) 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 Classes of Certificates on such
Distribution Date and (y) the amount of Yield Maintenance Default Premiums collected during such Collection
Period.


 


4.4.        Statements
to Certificateholders. (a)  On each Distribution Date, based on information provided by the Servicer and the
Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to Section
8.15(b) to any Privileged Person (including a Privileged Person who provides the Certificate Administrator with an
Investor Certification substantially in the form of Exhibit K-2 hereto) and shall deliver to the Initial
Purchasers, a statement, based upon information supplied to it by the Servicer and the


 



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 Special Servicer, as applicable, in
respect of the distributions on such Distribution Date (a “Distribution Date Statement”) setting
forth:


 


(i)          for
each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable to interest
at the Pass-Through Rate and/or the amount allocable to principal (separately identifying the amount of any principal payments
(and specifying the source of such payments)), (2) the amount of any Yield Maintenance Default Premiums collected on the
Trust Loan allocable to each Class of Certificates and (3) the amount of interest paid on Advances from Default Interest
and allocable to such Class;


 


(ii)         if
the amount of the distribution to the Holders of any Class of Certificates was less than the full amount that would have been
distributable to such Holders if there were sufficient Available Funds, the amount of the shortfall allocable to such Class, stating
separately the amounts allocable to principal and interest;


 


(iii)        the
amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)        the
Certificate Balance of each Class of Regular Certificates after giving effect to any distribution in reduction of the Certificate
Balance on such Distribution Date and the allocation of Realized Losses on such Distribution Date;


 


(v)         the
principal balance of the Trust Loan, the Companion Loans and the Certificate Balance of each Class of Certificates as of the end
of the Collection Period for such Distribution Date and the amount of Realized Losses allocated to each Class;


 


(vi)        the
aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Mortgage Loan during the related
Collection Period, and the aggregate amount of such payments allocable to the Trust Loan;


 


(vii)       identification
of any Mortgage Loan Event of Default or any Special Servicing Loan Event, any Servicer Termination Event, any Special Servicer
Termination Event or any Operating Advisor Termination Event under this Agreement that in any case has been declared as of the
close of business on the second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)      the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained by
the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator
Fee (including the portion that is the Trustee Fee), the Special Servicing Fee, the Operating Advisor Fee and the CREFC®
Intellectual Property Royalty License Fee with respect to such Distribution Date;


 






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(ix)         the
number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and the date
upon which any foreclosure proceedings have been commenced;


 


(x)         whether
the Property, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed Property,
together with an identification of same;


 


(xi)        information
with respect to any declared bankruptcy of the Borrower or any other Loan Party;


 


(xii)       as
to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such item
and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


(xiii)      a
list of conveyances or transfers of any portion of the Property by the Borrower reported to the Certificate Administrator to the
extent not already reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
Website;


 


(xiv)      the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)       the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)      an
itemized report identifying any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 


(xvii)     the
amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Parties during the related Collection Period;


 


(xviii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date;


 


(xix)       the
aggregate amount of Borrower Reimbursable Trust Fund Expenses;


 


(xx)        the
amount of the Yield Maintenance Default Premiums, if any, collected in respect of the Trust Loan during the related Collection
Period and distributed on such Distribution Date to the Certificateholders; and


 


(xxi)       the
Trust Note Rate and Net Trust Note Rate for each Trust Note and the related Mortgage Loan Interest Accrual Period.


 


The
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree
to enhance the reporting requirements of the Distribution Date Statement without Certificateholder approval. Assistance in using
the


 



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 Certificate Administrator’s website can be obtained by calling the Certificate Administrator’s customer service
desk at (866) 846-4526.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate upon written request to the Certificate Administrator, a statement
containing the information set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for
such calendar year or applicable portion of such year during which such Person was a Certificateholder, together with such other
information required by applicable law, or that a Certificateholder or beneficial owner of a Certificate reasonably requests,
to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code as from time to time are in force.


 


(b)         The
Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for this purpose
a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.15(b). The Certificate Administrator’s obligation to
provide such information shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer
and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to conclusively rely on such information
provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required
to be furnished by the Servicer is based on information required to be provided by the Loan Parties or the Special Servicer, the
Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of
such information from the Loan Parties or the Special Servicer, as applicable. To the extent that information required to be furnished
by the Special Servicer is based on information required to be provided by the Loan Parties, the Special Servicer’s obligation
to furnish such information shall be contingent upon receipt of its receipt of such information from the Loan Parties. The Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to conclusively rely on information supplied
by the Loan Parties without independent verification.


 


The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged
Persons pursuant to Section 8.15(b) reports or analyses of net operating income from the Property. Such net operating income
reports or analyses shall be prepared pursuant to Section 3.18 by the Servicer in CREFC® format based
on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the
Loan Parties.


 


If
so authorized by the Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person
certain other information with respect to the Trust Loan (subject to the limitations of Section 3.18).


 


In
addition, the Certificate Administrator shall make available on its website such information as set forth in Section 8.15(b).


 






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4.5.         Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum. (a) The Certificate Administrator
shall make available, only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate
Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto), the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and Beneficial Owners of Certificates who provide the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-1 may submit questions to (a) the Certificate Administrator relating
to the Distribution Date Statement, (b) the Servicer or the Special Servicer, as applicable, relating to the reports being made
available pursuant to Section 8.15(b)(ii)(B), the Trust Loan or the Property and (c) the Operating Advisor relating
to annual or other reports or recommendations to replace the Special Servicer prepared by the Operating Advisor or actions by
the Special Servicer referenced in such reports (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator
shall forward the Inquiry to the appropriate Person (as identified to the Certificate Administrator by the Servicer, the Special
Servicer or the Operating Advisor, as applicable) in each case via electronic mail within a commercially reasonable period of
time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer, the Special Servicer
or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be by email to the Certificate
Administrator. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering any Inquiry would, or is
reasonably expected to, result in a waiver of attorney client privilege or the disclosure of attorney work product, (v) answering
any Inquiry would materially increase the duties of, or would result in significant additional cost or expense to, the Trustee,
the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, (vi) answering
any Inquiry would result in the disclosure of communications between the Directing Certificateholder and the Special Servicer,
(vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering any Inquiry is
otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer,
the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. The
Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the
following statement: “Because the Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer,
the Special Servicer or the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Trust and Servicing Agreement, (ii) answering
any Inquiry would


 



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 not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law or the Mortgage Loan Documents, (iv) answering any Inquiry would, or is reasonably expected
to, result in a waiver of attorney client privilege or the disclosure of attorney work product, (v) answering any Inquiry
would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, (vi) answering any Inquiry would
result in the disclosure of communications between the Directing Certificateholder and the Special Servicer, (vii) answering
any Inquiry would require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any
reason, not advisable to answer, no inference should be drawn from the fact that the Certificate Administrator, the Servicer,
the Special Servicer and/or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A
Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial
Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special Servicer,
the Operating Advisor, the Trustee or the Certificate Administrator or any of their respective Affiliates will certify to any
of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content
of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. No party shall post or otherwise disclose direct communications with the Directing Certificateholder
as part of its response to any Inquiries; provided, that the Certificate Administrator shall have no obligation to review
any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains
any such direct communication with the Directing Certificateholder, or otherwise to consult with the party from whom such Inquiry
or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting
to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.


 


(d)          The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder
or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information
available on the Investor Registry for at least 45 days from the date of such certification to Persons entitled to access the
Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the
company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it
from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise


 



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 maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(e)          Certain
information concerning the Trust Loan and the Certificates, including the Distribution Date Statements, the Offering Circular,
this Agreement, CREFC® Reports and supplemental notices, shall be provided by the Certificate Administrator to
certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator from such Person
of a certification substantially in the form of Exhibit O hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website. The Depositor hereby consents to the provision of such information to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson
Reuters and Markit Group Limited, and the provision of such information shall not constitute a breach of this Agreement by the
Certificate Administrator.


 


(f)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Servicer Document Request
Tool. The “Rating Agency Q&A Forum and Servicer Document Request Tool” shall be a service available on
the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating
to the Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating
to the reports prepared by such parties, (iii) submit requests for information about the Trust Loan or the Property (each
such submission identified in sub-clauses (i), (ii) and (iii) hereof, a “Rating Agency
Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with
the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate Person, in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider,
the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating
Agency Inquiry as provided below, shall reply by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry and the related
response (or such reports, as applicable) to the Rating Agency Q&A Forum and Servicer Document Request Tool. If the Certificate
Administrator, the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, Accepted Servicing Practices, this Agreement or the Mortgage Loan
Documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product of, any counsel engaged by the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in
accordance with the Accepted Servicing Practices (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,
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and shall promptly notify the 17g-5 Information Provider by email of such


 



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 determination. The 17g-5 Information Provider shall
promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and
Servicer Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to
answer any such Rating Agency Inquiry. Questions posted on the Rating Agency Q&A Forum and Servicer Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Servicer Document Request
Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other Person. None of the Initial
Purchasers, the Depositor, or any of their respective Affiliates will 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 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Servicer Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


5.          THE
CERTIFICATES


 


5.1.         The
Certificates.


 


(a)          The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-6 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)          The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not equal an
integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized
Initial Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over (ii) the
largest integral multiple of $1,000 that does not exceed such amount. The Class R Certificates shall be issued, maintained
and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess
thereof.


 


(c)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 






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(d)          During
the Risk Retention Period, the Risk Retention Certificates shall only be held as a Definitive Certificate in the Third Party Purchaser
Safekeeping Account by the Certificate Administrator (and the Holder of the Risk Retention Certificates shall be registered on
the Certificate Register), unless otherwise consented to by the Retaining Sponsor. During the Risk Retention Period, the Certificate
Administrator shall hold the Risk Retention Certificates in safekeeping and shall release the same only upon receipt of written
instructions in accordance with this agreement from the Holder of the Risk Retention Certificates and the Retaining Sponsor’s
consent (subject to Section 5.1(e)), and in accordance with any authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement. In connection with the release of any Risk Retention Certificate, the Certificate
Administrator shall deliver such released Risk Retention Certificate to (or at the direction of) the Holder of such released Risk
Retention Certificate, via overnight delivery, by any nationally recognized courier, to the location designated by such Holder.
After the release of any Risk Retention Certificate, the Certificate Administrator shall have no liability with respect to the
safekeeping of such released Risk Retention Certificates. The Certificate Administrator shall be indemnified and held harmless
for any release in connection with the preceding.


 


There
shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Third Party
Purchaser Safekeeping Account” and into which the Risk Retention Certificates shall be held and which shall be governed
by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number
of subaccounts to the Third Party Purchaser Safekeeping Account for the Holder of the Risk Retention Certificates. The Risk Retention
Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts
distributable to the Risk Retention Certificates shall be remitted to the Third Party Purchaser Safekeeping Account, but shall
be remitted directly to the Holder of the Risk Retention Certificates in accordance with written instructions (which shall be
in the form of Exhibit P to this Agreement) provided separately by the Holder of the Risk Retention Certificates to the
Certificate Registrar. Under no circumstances by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator
(i) be obligated to bring legal action or institute proceedings against any Person on behalf of the Holder of the Risk Retention
Certificates or (ii) have any obligation to monitor, supervise or enforce the performance of any party under the Credit Risk Retention
Agreement. The Certificate Administrator shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise
monitor the accuracy of any information included in any written instructions provided in connection with this Third Party Purchaser
Safekeeping Account and shall have no liability in connection therewith, other than with respect to the Certificate Administrator’s
obligation to obtain the Retaining Sponsor’s consent prior to any release of the Risk Retention Certificates. The Certificate
Administrator shall hold the Definitive Certificate representing the Risk Retention Certificates at the below location, or any
other location; provided the Certificate Administrator has given notice to the Holder of the Risk Retention Certificates
of such new location:


 


Wells
Fargo Bank, National Association 


Attn:
Security Control and Transfer (SCAT) 


MAC:
N9345-010 


425
E. Hennepin Avenue 


Minneapolis,
Minnesota 55414


 






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On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and
the Third Party Purchaser substantially in the form of Exhibit BB to this Agreement evidencing its receipt of the Risk
Retention Certificates.


 


The
Certificate Administrator shall make available to the Holder of the Risk Retention Certificates a statement of Third Party Purchaser
Safekeeping Account as mutually agreed upon by the Certificate Administrator and the Holder of the Risk Retention Certificates,
and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the Risk Retention Certificates
shall be subject to Article 5 of this Agreement.


 


(e)          In
the event the Third Party Purchaser seeks to cause the release of any Risk Retention Certificates from the Third Party Safekeeping
Account, the Third Party Purchaser shall deliver via electronic mail contemporaneously to the Retaining Sponsor and the Certificate
Administrator (i) a written request for such release and (ii) a written request for the Retaining Sponsor’s consent to such
release substantially in the form attached hereto as Exhibit J-6. The Certificate Administrator may not consent to, or otherwise
permit, any such release without obtaining the Retaining Sponsor’s countersigned request for consent; provided that if the
Retaining Sponsor fails to respond (which response, for the avoidance of doubt, may include an acknowledgement of such request)
in writing to the Certificate Administrator within 10 Business Days after the Retaining Sponsor’s receipt of any such written
request for the Retaining Sponsor’s consent, such release will be deemed to have been approved by the Retaining Sponsor.
The Certificate Administrator shall be indemnified and held harmless for anything related to such request for release or release
in connection with this Section 5.1(e), in accordance with the terms set forth in Section 8.3.


 


5.2.         Form
and Registration. (a) Each Class of the Certificates (other than the Risk Retention Certificates and the Class
R Certificates) sold to institutions that are non-U.S. Securities Persons in “offshore transactions” (as defined in
Rule 902(h) of Regulation S) in reliance on Regulation S shall initially be represented by a temporary global certificate
in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each, a “Temporary Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf
of the purchasers of the Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société
anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation
S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate
of the same Class (each, a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions
due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the
Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the
expiration of the Restricted Period, distributions


 



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 due in respect of
any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial
interests unless an exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate
Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Except
as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule 144A under
the Act (“Rule 144A”) (other than Class HRR and Class R Certificates) shall be represented by a single, global
certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an
exhibit hereto (each, a “Rule 144A Global Certificate” and, collectively with the Temporary Regulation S
Global Certificates and the Regulation S Global Certificates, the “Global Certificates”), which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Rule 144A Global Certificates.


 


(c)          Certificates
of each Class (other than the Class R Certificates) that are offered and sold to investors that are Institutional Accredited Investors
that are not QIBs and the Risk Retention Certificates (during the Risk Retention Period) (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, issued in
the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners; provided, that prior to any such transfer of a Non-Book
Entry Certificate, the investor executes and delivers to the Certificate Registrar an Investment Representation Letter.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of Definitive Certificates
unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able
to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be
a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate a qualified successor within 90 days of
such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights
of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Certificate Registrar to obtain possession of the


 



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 Certificates of such Class; provided, however,
that under no circumstances will Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.
Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any
Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)          If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as
that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book
Entry Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall
not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement applicable
to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal
to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


5.3.          Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept
at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of
each Class represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A
Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the
Depositor, the Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A
Global Certificate deposited with


 



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 the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same
Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in
the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the
rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest
in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.7, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S
Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a
written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream
account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit C
hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S
Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of
Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or
transferred.


 


(d)          Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule 144A
Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in such
Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of,
such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.7, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit D
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S,
(B) that the Certificate being transferred is not a “restricted security” as defined in Rule 144 under the Act or
(C) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an


 



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 interest
in the Regulation S Global Certificate, without any registration of such Certificates under the Act (in which case such certificate
shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require),
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or
cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a
beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the
Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject
to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.7, of (1) instructions from Euroclear
or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be
credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding the
participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such
decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the
Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit
E hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate
is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of
the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from


 



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 the account of the Person making
such exchange or transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate
that is being transferred.


 


(f)          Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit F hereto from the holder of a beneficial interest in such
Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Global Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so
exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Risk Retention Certificate
during the Risk Retention Period or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry
Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate
to a Person who is entitled to take delivery thereof in the form of an interest in a Global Certificate, such Holder may, subject
to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part
of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, of (1) such
Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form
of Exhibit G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate)
or in the form of Exhibit I hereto (in the event that the applicable Global Certificate 


 



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is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry Certificate,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely
upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit P
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration under the Act, together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


 


(i)          Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through
(f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation
S, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)          [Reserved].


 


(l)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code or a governmental
plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any


 



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 federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”),
or (ii) any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate. Each prospective
transferee of a Class R Certificate in the form of a Definitive Certificate shall deliver to the transferor, the Certificate Registrar
and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3, stating that
the prospective transferee is not a Person described in clause (i) or (ii) of the preceding sentence. No Class A,
Class B, Class C, Class D or Class HRR Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any Person acting on behalf of any such plan or using the assets of a Plan to purchase such Certificate,
unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act
and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a similar non-exempt violation of Similar Law).
Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall
vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable
Certificates.


 


Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code
(an “ERISA Plan”), including any fiduciary purchasing Certificates on behalf of a ERISA Plan (“Plan
Fiduciary”), as a condition of its purchase of such Certificates, will be deemed to have represented that:


 


(1)
none of the Depositor, the Initial Purchasers, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor or any of their respective affiliated entities (the “Transaction Parties”), has provided
or will provide advice with respect to the acquisition of Certificates by the ERISA Plan, other than to the Plan Fiduciary which
is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment
Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject
to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the laws of more than
one state to perform the services of managing, acquiring or disposing of assets of a ERISA Plan; (c) is an investment adviser
registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph
(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains
its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended;
or (e) has, and at all times that the ERISA Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000
under its management or control (provided that this clause (e) shall not be satisfied if the ERISA Plan Fiduciary is either (i)
the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the
ERISA Plan investing in the Certificates in such capacity);


 


(2)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 






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(3)
the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)
none of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in
the Certificates or to negotiate the terms of the ERISA Plan’s investment in the Certificates;
and


 


(5)
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity; and (b) of the existence and nature of the Transaction
Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The
above representations are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions are revoked,
repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


Each
of the Transaction Parties has warranted that it is not undertaking to provide impartial investment advice, or to give advice
in a fiduciary capacity, in connection with the acquisition of any Certificates by any ERISA Plan.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as
possible.


 


(ii)          No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the transfer, and
such proposed transfer shall not be effective, without such consent with respect thereto. In connection with any proposed transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit J-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed 


 



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transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, (6) it is a QIB purchasing for its own account, or a person purchasing for the account of another QIB, and (7) the
proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) and (y) other
than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit J-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in the Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer to such
proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 


(iv)         The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 






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(v)          At
all times, if a transfer of the Risk Retention Certificates is to be made, then the Certificate Registrar shall refuse to register
such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-4, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5. Upon receipt of the foregoing
certifications, the Certificate Registrar shall, subject to Section 5.1(d) and Section 5.3, reflect the Risk Retention
Certificates in the name of the prospective transferee. For the avoidance of doubt, in no event shall the Risk Retention Certificates
be held as a Global Certificate, during the Risk Retention Period.


 


(o)          No
transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state securities
laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register or qualify
the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer of such Certificates without registration or qualification.


 


5.4.         Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust
Fund. In connection with the issuance of any new Certificate under this Section 5.4, the Certificate Registrar
may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.4 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.


 


5.5.         Persons
Deemed Owners. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification by a Beneficial Owner (or
prospective transferee of a Certificate), such party to this Agreement shall distribute such report, statement or other
information to such Beneficial Owner (or such prospective transferee).


 






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5.6.         Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or
under the Certificates and (c) provides a copy of the communication which such Certificateholder proposes to transmit,
then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder access during normal business hours to a current list of the Certificateholders. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar and the Certificate Administrator shall not be
held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived. The Servicer, the Special Servicer, the Trustee and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request
therefor and any reasonable costs associated therewith shall be an expense of the requesting party.


 


Upon
the written request of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states
that such Certificateholder or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders
or Beneficial Owner stating that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders
or Beneficial Owners, setting forth the relevant contact information and briefly stating the reason for the requested contact
(a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder or Beneficial
Owner proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s
Website pursuant to Section 8.15(b) and shall mail such Special Notice to all Certificateholders at their respective addresses
appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any
such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder and Beneficial Owner,
by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall
be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information
set forth in such Special Notice.


 


5.7.         Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Wells Fargo Bank, National Association, MAC N9300-070, 600 South Fourth Street, 7th Floor,
Minneapolis, Minnesota 55479-0113 as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders and the Loan Parties of any change in the location of the Certificate Register or any such office or
agency.


 






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6.          THE
DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.         Respective
Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special Servicer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


6.2.         Merger
or Consolidation of the Servicer, the Special Servicer, the Operating Advisor or the Depositor. Each of the Servicer
and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of
its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


Any
Person into which the Servicer, the Special Servicer, the Operating Advisor or the Depositor may be merged or consolidated, or
any Person resulting from any merger or consolidation to which the Servicer, the Special Servicer, the Operating Advisor or the
Depositor, as applicable, shall be a party, or any Person or entity succeeding to the business of the Servicer, the Special Servicer,
the Operating Advisor or the Depositor, as applicable, shall be the successor of the Servicer, the Special Servicer, the Operating
Advisor or the Depositor, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations
of such Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, 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, unless such successor or surviving Person is the Servicer, the Special Servicer, the Operating
Advisor or the Depositor, each of the Certificate Administrator and the Trustee shall have received a Rating Agency Confirmation
before any such surviving Person shall be deemed to be the successor of the Servicer, the Special Servicer, the Operating Advisor
or the Depositor, as the case may be, hereunder.


 


6.3.         Limitation
on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others. (a)  Neither
the Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors, officers, members,
managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders, any Companion
Loan Holder or the Directing Certificateholder for any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Companion Loan Holders in
accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment that does not violate any law or Accepted
Servicing Practices or the provisions of this Agreement or the Co-Lender Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer, the Operating Advisor
or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of negligent
disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer, the Operating Advisor and
any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely
on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Servicer, the Special Servicer, the Operating Advisor and any of their respective directors, officers, members,


 



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managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15
of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust
(in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any loss, liability, claim,
demand or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or other claims,
losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement, the Mortgage Loan, the Co-Lender
Agreement, the Property, or the Certificates (except as any such loss, liability or expense shall be otherwise reimbursable and
reimbursed pursuant to this Agreement), other than any loss, liability or expense incurred by reason of willful misconduct, bad
faith or negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations
and duties hereunder. Neither the Depositor, the Operating Advisor, the Servicer nor Special Servicer shall be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which
in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Operating
Advisor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or
desirable (in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices) in respect of this
Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the
Trust, and the Depositor, the Operating Advisor, the Servicer or the Special Servicer, as applicable, shall be entitled to be
reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account or the Distribution
Account, as applicable.


 


(b)          In
order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, are required to obtain,
verify and record certain information relating to individuals and entities that maintain a business relationship with the Servicer
or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special Servicer, upon
its respective request from time to time, such identifying information and documentation as may be available for such party in
order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)          The
Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special Servicer,
the Operating Advisor, the Trustee or the Certificate Administrator under this Agreement.


 


(d)          Subject
to Sections 3.1, 6.6 and 8.5(b) and Accepted Servicing Practices, each of the Servicer and the Special Servicer
may consult with counsel, and any written advice of such counsel or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.


 


6.4.         Servicer
and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation
permitted pursuant to Section 6.4(b), each of the Servicer and Special Servicer may resign and assign its rights and
delegate its duties and obligations under this Agreement to any Person or to an entity, provided that:


 






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(i)          the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage
servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United
States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the
Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee
an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the
Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however
that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be
performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the
Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer
or the Special Servicer, as the case may be, as provided in Section 2.5 or 2.6, as applicable, and (D) shall
not be a Borrower Affiliate;


 


(ii)         Rating
Agency Confirmation has been received;


 


(iii)        the
Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)        the
rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;
and


 


(v)         the
Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency for any expenses
of such assignment, sale or transfer.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.


 


(b)        Subject
to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the
Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor, and, so long as no Consultation
Termination Event is continuing, the Directing Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable,
under this Agreement shall become effective until the Trustee or a successor Servicer or Special Servicer, as applicable, shall
have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer and the Special Servicer
may assign its duties and obligations under this Agreement under certain


 



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limited circumstances as described herein. In connection
with any such resignation, the successor special servicer shall either (i) prior to a Control Event, be appointed by the Directing
Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the Trustee and otherwise
satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.       Ethical
Wall.


 


(a)         The
Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that divisions
and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment Personnel”)
will not obtain Confidential Information from the division and individuals of the Servicer who are involved in the performance
of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”) and
the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The Servicer
represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer, between
Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies and procedures
restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel and (b) policies and procedures
against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing Personnel.
The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the course
of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).


 


(b)          The
Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not obtain Confidential Information from the division and individuals of the Special
Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals,
“Special Servicer Servicing Personnel”) and the Special Servicer Servicing Personnel will not obtain information
regarding Investments from Special Servicer Investment Personnel. The Special Servicer represents that policies and procedures
restricting the flow of information exist, and shall be maintained by the Special Servicer, between Special Servicer Investment
Personnel, on the one hand, and Special Servicer Servicing Personnel, on the other, and that such policies and procedures restricting
the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of
Confidential Information from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies
and procedures against the disclosure of information regarding Investments from Special Servicer Investment Personnel to Special


 



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Servicer Servicing Personnel. The senior management personnel of the Special Servicer and/or its Affiliate who have obtained Confidential
Information in the course of their exercise of general managerial responsibilities may not participate in or use that information
to influence Investment Decisions; nor may they pass that information to others for use in such activities; nor may such senior
management personnel who have obtained information regarding Investments in the course of their exercise of general managerial
responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein to the contrary,
the delivery or provision by the Special Servicer of information or reports as required by this Agreement shall not constitute
a violation or default of this Section 6.5(b).


 


The
Servicer and the Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all
non-confidential, non-proprietary records, including those in electronic form, documentation, records or any other information
regarding the Trust Loan that are in its possession or control hereunder and access to its officers responsible therefor. The
Depositor shall not have any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer
and is not obligated to supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 


6.6.       Indemnification
by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a) Each of the Servicer, the Special
Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust
from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related
costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach by
the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, of its representations and
warranties, as applicable, under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the
Servicer, the Special Servicer, the Operating Advisor or the Depositor in the performance of such obligations or its
negligent disregard of its obligations and duties under this Agreement.


 


(b)        Each
of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan Holders
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Companion Loan Holders may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its
obligations and duties hereunder.


 


7.          SERVICER
TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.       Servicer
Termination Events; Special Servicer Termination Events. (a)  ”Servicer Termination Event,” or
“Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special Servicer,
as the case may be, means any one of the following events whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body:


 






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(i)          any
failure by the Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other
than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement by
11:00 a.m., New York time, on the Business Day following the date on which such remittance was required to be made;


 


(ii)         any
failure of the Servicer to (a) make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior
to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) make
any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is
not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) make any Property Protection Advance
required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for ten (10) Business
Days (or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of
real estate taxes or ground rents) following the date on which the Servicer receives notice of such lapse or delinquency or should
have received such notice if it had been acting in accordance with Accepted Servicing Practices;


 


(iii)        any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given
to the Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable,
and the Trustee by the Holders of Sequential Pay Certificates evidencing not less than 25% of the aggregate Voting Rights of all
then outstanding Sequential Pay Certificates or, with respect to a Companion Loan affected by such breach, by the related Companion
Loan Holder; provided, however, that, with respect to any such failure that is not curable within such thirty (30)
day period, the Servicer or the Special Servicer, as appropriate, will have an additional cure period of thirty (30) days to effect
such cure so long as the Servicer or the Special Servicer, as appropriate, 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 diligently pursue, such cure;


 


(iv)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as appropriate, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to


 



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have such decree or order dismissed, discharged or
stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal
or stay;


 


(v)         the
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


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


 


(vii)      the
Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer
or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within sixty (60)
days;


 


(viii)     a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(ix)        so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special Servicer,
as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this
Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within 5 Business
Days of such failure to comply with Article 13 (any Sub-Servicing Entity that defaults in accordance with this Section
7.1(a)(ix) shall be terminated at the direction of the Depositor).


 


(b)        Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall, upon actual knowledge
by a Responsible Officer or receipt of notice from the Servicer or the Special Servicer, promptly notify the Certificate Administrator
in writing. The Certificate Administrator shall, upon receipt of such notice (or receipt of a notice from the Servicer or the
Special Servicer of the occurrence of a Servicer Termination Event or Special Servicer Termination Event), (i) post such notice
on the Certificate Administrator’s Website pursuant to Section 8.15(b), (ii) provide such notice to the 17g-5
Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s


 



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 Website pursuant to Section
8.15(b), (iii) provide notice to the Companion Loan Holders, and (iv) provide notice of the same to the Certificateholders
by mail, to the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer
Termination Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer
Termination Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with
respect to the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the
occurrence of a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred
a Servicer Termination Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)         If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates having at least 25% of the Voting Rights
(taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of
the Certificates) of the Sequential Pay Certificates or, if affected thereby, of the applicable Companion Loan Holders (solely
with respect to a Special Servicer Termination Event), the Trustee shall terminate all of the rights and obligations of the Servicer
or the Special Servicer, as applicable, under this Agreement, other than rights and obligations accrued prior to such termination,
and in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable;
provided that, notwithstanding anything to the contrary, if a Special Servicer Termination Event under clauses (i),
(ii), (iii), (viii) and/or (ix) of Section 7.1(a) only has an adverse effect on a Companion
Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, but has no adverse effect on the Trust Loan, the Certificateholders
or a rating on any of the Certificates, then (A) the Special Servicer shall not be terminated by the Trustee pursuant to clause
(i) above of this sentence without the written direction of the affected Companion Loan Holders or upon the written direction
of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x) with respect to a Special
Servicer Termination Event under clause (ix) of Section 7.1(a), the related Other Depositor shall be able to
require termination of the Special Servicer pursuant to clause (ii) above of this sentence. In addition, (A) if any Servicer
Termination Event on the part of the Servicer affects a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan
Securities, and if the Servicer is not otherwise terminated or (B) if a Servicer Termination Event on the part of the Servicer
affects only a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, then the Servicer may not
be terminated by or at the direction of the related Companion Loan Holder or the holder of any Companion Loan Securities, but
upon the written direction of the related Companion Loan Holder, the Servicer will be required to appoint a sub-servicer that
will be responsible for servicing the Mortgage Loan. Upon any termination of the Servicer or the Special Servicer, as applicable,
or appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall notify the Certificate
Administrator and the Certificate Administrator shall post such written notice thereof on the Certificate Administrator’s
Website and provide the same to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b), and thereafter, give written notice to the Depositor, the Companion
Loan Holders and the Certificateholders by mail to the addresses set forth in the Certificate Register. Notwithstanding anything
herein to the


 



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contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer Termination
Event or Special Servicer Termination Event of which the Depositor becomes aware. Prior to the occurrence and continuance of a
Control Event, the Directing Certificateholder shall have the right to select the successor special servicer following any Special
Servicer Termination Event.


 


(d)         Prior
to the occurrence and continuance of a Control Event, and subject to the right of the Operating Advisor to recommend the termination
of the Special Servicer and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders to approve
the replacement of the Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.1(h),
the Directing Certificateholder shall have the right to direct the Trustee to terminate the Special Servicer (subject to such
terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other
rights set forth in this Agreement which survive termination) at any time, with or without cause, and the Directing Certificateholder
shall have the right to, and shall, appoint a successor special servicer who shall execute and deliver to the other parties hereto
an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor special servicer agrees to assume
and perform punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall
have received a Rating Agency Confirmation from each Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this paragraph until a successor special servicer shall have been appointed. The
Directing Certificateholder shall pay any costs and expenses incurred by the Trustee or the Trust in connection with the removal
and appointment of a Special Servicer pursuant to this paragraph (unless such removal is based on any of the events or circumstances
set forth in Section 7.1(a)). Notwithstanding anything to the contrary in this Agreement, no successor special servicer
appointed by the Directing Certificateholder (including, without limitation, the initial Special Servicer) pursuant to Section
6.4, Section 7.1(c) or this Section 7.1(d) or otherwise pursuant to this Agreement shall be required to meet
any independent net worth or similar financial covenant; provided, however, that notwithstanding the foregoing,
any successor special servicer may not be a Borrower Affiliate and shall satisfy any Rating Agency conditions set forth in the
Rating Agency Confirmation delivered by such Rating Agency with respect to such successor special servicer and any other conditions
as set forth in this Agreement.


 


Notwithstanding
the foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (ix) of the definition “Servicer Termination
Event”), will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible
for servicing the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee will be required to
direct the Servicer to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer
is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to
terminate the sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating
Agency Confirmation from the Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment
of such sub-servicer (at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer


 



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Termination Event only has an adverse effect on the Companion Loan or a Companion Loan Security and the Special Servicer is not
otherwise terminated, then the Trustee, at the direction of the Companion Loan Holder, will be required to terminate the Special
Servicer. In addition, in the event that a Special Servicer Termination Event under clause (ix) of the definition thereof
occurs and the Special Servicer is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at
the direction of the Depositor.


 


(e)         During
the continuance of a Control Event, upon the written direction of Holders of Sequential Pay Certificates evidencing not less than
25% of the Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer
with a new special servicer designated in such written direction (which must be a Qualified Replacement Special Servicer), the
Certificate Administrator shall promptly post such written direction to the Certificate Administrator’s Website pursuant
to Section 8.15(b). Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency Confirmation from
each Rating Agency with respect to the termination of the Special Servicer and the appointment of a new Special Servicer (which
confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be additional Trust
Fund Expenses), the Certificate Administrator shall promptly post written notice of a request for such a vote to the Certificate
Administrator’s Website pursuant to Section 8.15(b), provide written notice to all Certificateholders of such
request by mail, and shall conduct the solicitation of votes of all Certificates and such votes, to be effective, shall be received
by the Certificate Administrator within 180 days of the posting of such notice on the Certificate Administrator’s Website.
Any votes not received within such 180-day period shall be of no force and effect. If Holders of Sequential Pay Certificates evidencing
at least 75% of a Certificateholder Quorum vote in favor of replacing the Special Servicer within such 180-day period, the Certificate
Administrator shall notify the Trustee and the Trustee shall terminate all of the rights (subject to such terminated Special Servicer’s
rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement
which survive termination) and obligations of the Special Servicer under this Agreement and appoint the successor special servicer
designated by such Certificateholders; provided, however, such successor special servicer (i) satisfies all of the eligibility
requirements applicable to the Special Servicer contained in this Agreement and which survive such termination and (ii) such successor
special servicer may not also be a Borrower Affiliate, the current special servicer or an affiliate of the current special servicer.
The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely
the Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Special Servicer. The Holders of the Certificates that initiated the vote to replace the Special Servicer shall
pay the costs and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may access
such notices on


 



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the Certificate Administrator’s Website and that each Certificateholder may register to receive e-mail notifications
when such notices are posted thereon.


 


(f)         [Reserved].


 


(g)        In
the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall notify
the outgoing Servicer or Special Servicer, as the case may be, of the effective date of the Servicer’s or Special Servicer’s,
as the case may be, termination and the Certificate Administrator shall, upon receiving such notice, notify the outgoing Servicer
or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post to its website)),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loan and the proceeds thereof, other
than any rights the Terminated Party may have hereunder as a Certificateholder, to the Excess Servicing Fee Right, and to any
rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or
owing to it under this Agreement with respect to periods prior to the date of such termination and the right to the benefits of
Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of such written
notice, subject to the foregoing, all of its authority and power under this Agreement, whether with respect to the Certificates
(except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section
7.1 (absent the appointment of a successor, and such successor’s assumption of obligations hereunder) and, without limitation,
the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the servicing rights with respect to the Mortgage Loan and related documents, or otherwise. The Servicer and
the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1,
or resigns under Section 6.4(b), to promptly (and in any event no later than ten (10) Business Days subsequent to
such notice) provide, at its own expense, the Terminating Party (which term shall include for the purposes of the remainder of
this Section 7.1(g), the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of
the Servicer or the Special Servicer under Section 6.4(b)) with all documents and records requested by the Terminating
Party to enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor
to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without
limitation, the transfer to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable,
for administration by it of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which
term shall include, for the purposes of the remainder of this Section 7.1(g), the resigning party in connection with
a resignation of the Servicer or the Special Servicer under Section 6.4(b)) to the Collection Account, any Foreclosed
Property Account or shall thereafter be received with respect to the Mortgage Loan, and shall promptly provide the Terminating
Party or such successor Servicer or Special Servicer, as applicable (which may include the Trustee), as


 



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applicable, all documents
and records reasonably requested by it, such documents and records to be provided in such form as the Terminating Party or such
successor Servicer or Special Servicer, as applicable, shall reasonably request (including electronic form), to enable it to assume
the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable costs and expenses of the Terminating
Party or the successor Servicer or Special Servicer, as applicable, incurred in connection with transferring the Mortgage File
to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and amending this Agreement to reflect
such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon presentation of reasonable
documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating Party or such successor Servicer
or Special Servicer, as applicable, for such expenses within ninety (90) days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party
shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in the event that the Special
Servicer is terminated without cause pursuant to this Section 7.1, all costs and expenses incurred or payable by the
terminated Special Servicer under this Section 7.1 shall be paid by the Trust Fund. Notwithstanding anything herein to
the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee and the Certificate Administrator
of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall
the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
received written notice thereof or has actual knowledge thereof.


 


(h)         If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with Accepted Servicing Practices, and
(ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then
the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written
report in the form of Exhibit AA attached hereto (which form may be modified or supplemented from time to time to cure
any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions
of this Agreement; provided, further, that in no event shall the information or any other content included in such
written report contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant
information justifying its recommendation) and recommending a suggested replacement special servicer (which shall be a Qualified
Replacement Special Servicer). In such event, the Certificate Administrator shall promptly notify each Certificateholder of the
recommendation and post such notice and report on the Certificate Administrator’s Website in accordance with Section
8.15(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative
vote of Holders of Sequential Pay Certificates evidencing at least a majority of a quorum of Certificateholders (which, for this
purpose, is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates
on an aggregate basis, and (B) consist of at least three Certificateholders or Certificate Owners that are not Risk Retention
Affiliates) and (ii) receipt of Rating Agency Confirmation from the Rating Agency with respect to the termination


 



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of the Special
Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following satisfaction of the
foregoing clause (i), the Trustee shall (1) terminate all of the rights and obligations of the Special Servicer under this
Agreement and appoint such successor special servicer and (2) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the
Certificate Administrator does not receive the affirmative vote of at least a majority of the quorum described in clause (i)
of the preceding sentence within 180 days of after the notice is posted to the Certificate Administrator’s Website,
then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this
Agreement and to act as the Special Servicer’s successor hereunder. In the event the Special Servicer is terminated pursuant
to this Section 7.1, the Directing Certificateholder may not subsequently reappoint such terminated Special Servicer or
any Risk Retention Affiliate thereof. For the sake of clarity, the recommendation of replacement of the Special Servicer by the
Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not
be the removed Special Servicer or its Affiliate.


 


(i)          Neither
the Operating Advisor nor its Affiliates may be appointed as a successor Servicer or Special Servicer.


 


7.2.        Trustee
to Act; Appointment of Successor. (a)   On and after the time
the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1,
or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor
appointed under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the
Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or
provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on
liability and liabilities relating thereto and arising thereafter placed on the Terminated Party by the terms and provisions
hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor
Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with
respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such
duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes,
disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the
Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or
Special Servicer, as the case may be, shall be indemnified to the full extent provided to the Trustee under this
Agreement.


 



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The appointment of a successor Servicer or Special Servicer, as the case may be, shall not
affect any liability of the Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall
not be liable for any of the representations and warranties of the Terminated Party herein or in any related document or agreement,
for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated
Party nor shall the Terminating Party or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan
hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall
be entitled to all compensation with respect to the Mortgage Loan to which the Terminated Party would have been entitled that
accrues after the date of the Terminating Party’s succession to which the Terminated Party would have been entitled if it
had continued to act hereunder and, in the case of a successor special servicer, the Special Servicing Fee. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or during the continuance of
a Control Event if the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting Rights (taking into
account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates)
of all then outstanding Sequential Pay Certificates so request in writing to the Trustee, or the Trustee is not approved by the
Rating Agency as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating
Agency do not provide a Rating Agency Confirmation with respect to the succession of the Trustee as Servicer or Special Servicer,
as the case may be, promptly appoint, or petition a court of competent jurisdiction to appoint, any established Mortgage Loan
servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained,
as the successor to the Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Servicer or Special Servicer, as applicable, hereunder. No appointment of a successor to a Terminated
Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s responsibilities,
duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in the applicable capacity as herein above provided. Any appointment
or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing
Certificateholder’s right to replace the Special Servicer prior to the occurrence and continuance of a Control Event. In
connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loan as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to
the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c).
The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


(b)         Notwithstanding
Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer Termination Event
under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with the appropriate “request
for proposal” materials within five (5) Business Days after such termination, then such Servicer shall


 



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continue to serve
as 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 Servicer) solicit good faith bids for the rights to master service the Mortgage Loan from
at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 6.4 and Section
7.2 for which the Trustee has received Rating Agency Confirmation (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 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 Mortgage Loan 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 Servicer with
respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by the
terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer entering
into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at a sub-servicing fee rate per annum
equal to the excess of the Servicing Fee Rate over the Excess Servicing Fee Rate (each, a “Servicing-Retained Bid”)
and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the
highest cash Servicing-Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and,
if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated
above), no later than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance
of the servicing rights hereunder to and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted
to the terminated Servicer the amount of such cash bid received from the Successful Bidder (net of “out of pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer, it
may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation
as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce such
Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the
Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


7.3.       [Reserved].


 


7.4.       Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event, as
the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name
as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and


 



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remedies, of the Certificateholders and the Companion Loan Holders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In
such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from
the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall
be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay
or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer
Termination Event or Special Servicer Termination Event.


 


7.5.        Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay Certificates
evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates and each
affected Companion Loan Holders may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by
the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer in the performance of its
obligations hereunder and its consequences, except a default in making any required deposits (including Monthly Payment
Advances) to or payments from the Collection Account, the Distribution Account or any Foreclosed Property Account or in
remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right related thereto.


 


7.6.        Trustee
as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances, the
Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of any
Monthly Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate
Administrator shall notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in
the case of any Monthly Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee
shall, subject to its own determination of recoverability (made in the same manner as required of the Servicer pursuant to
the terms of this Agreement), perform such obligations (w) within five (5) Business Days (or such shorter period (but
not less than one (1) Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required
under the Mortgage Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar
action with respect to the Property by reason of failure to pay real estate taxes, assessments, ground rents or governmental
charges) of a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer
with respect to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New York time on the
related Distribution Date with respect to Monthly Payment Advances provided that the Trustee has received notice from the
Servicer or the Certificate Administrator by 6:00 p.m. (New York time) on the Remittance Date of the failure of the Servicer
to make a required Monthly Payment Advance. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Servicer’s rights with respect to Advances hereunder, including, without limitation, the rights of
reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed


 



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Advance is a Nonrecoverable Advance
(without regard to any impairment of any such rights of reimbursement caused by such Servicer’s default in its obligations
hereunder and further subject to the Trustee’s standard of good faith judgment); provided, however, that if
Advances made by the Trustee and/or the Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued
and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Servicer for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively
rely on any notice given by the Servicer with respect to a Nonrecoverable Advance hereunder. The Trustee shall notify the master
servicer and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made by it pursuant
to this Section 7.6 within two (2) Business Days of making such advance.


 


8.          THE
TRUSTEE AND THE CERTIFICATE aDMINISTRATOR


 


8.1.       Duties
of the Trustee and the Certificate Administrator. (a)  Each of the Trustee and the Certificate
Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may
be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that may have
occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth
in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise
the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event
or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the
provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this
Agreement, and shall use the same degree of care and skill in their exercise, as a prudent institution would exercise or use
under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the
Certificate Administrator set forth in this Agreement shall not be construed as a duty. The Trustee (or the Servicer or the
Special Servicer on its behalf) and the Certificate Administrator (or the Servicer or the Special Servicer on its behalf), as
applicable, shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the
Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the
related Other Depositor and any other party to any Other Pooling and Servicing Agreement), subject to the terms of the Loan
Documents and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Mortgage
Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this
Agreement.


 


(b)        Subject
to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause
to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the extent specifically
set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material
manner, the Trustee and the Certificate Administrator may take such action as it deems appropriate to have the instrument corrected,
and if the instrument is not corrected to the Trustee’s or the


 



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Certificate Administrator’s reasonable satisfaction,
the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)          Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator,
as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its
negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason
of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)          No
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and each
of the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates, resolutions, certificates, statements, opinions, reports, documents,
orders, opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements
of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 


(ii)         neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator
or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)        neither
the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the
Trustee or the Certificate Administrator, under this Agreement;


 


(iv)        neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default or any failure
by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1
or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable,
may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains
actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)         neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its


 



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respective duties under this Agreement and which in its opinion may involve it in any expense or
liability and for which it would not be indemnified for pursuant to this Agreement; provided, however, that the Trustee or the
Certificate Administrator may, in its discretion, undertake any such action which it may deem necessary or desirable in respect
of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liabilities of the Trust, and the Trustee and the Certificate Administrator
shall be entitled to be reimbursed therefor from funds on deposit in the Collection Account unless such legal action arises out
of the negligence, willful misconduct or bad faith of the Trustee or the Certificate Administrator, as applicable, or any breach
of a representation or warranty by the Trustee or the Certificate Administrator, as applicable, contained herein.


 


(d)        None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except,
with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding
anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability
in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee
or the Certificate Administrator is acting in any such capacity hereunder; provided further that in any such capacity each
of the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee
and Certificate Administrator hereunder, as applicable.


 


8.2.       Certain
Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided in Sections 8.1, 8.5(c)
and 8.13:


 


(i)          each
of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)         each
of the Trustee and the Certificate Administrator may consult with counsel, and any written advice of such counsel or Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;


 






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(iii)        neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided, however,
that nothing contained herein shall relieve the Trustee or the Certificate Administrator of the obligation, upon the occurrence
of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, that a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge of (which has not been cured or waived), to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as
a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs;


 


(iv)       neither
the Trustee nor the Certificate Administrator or any of their directors, officer or employees shall be personally liable for any
action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;


 


(v)        prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or waiver
of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee nor the Certificate
Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants
or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing, in the aggregate, not
less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within
a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred
by either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably
assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee
or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses
or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the
Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special
Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;


 


(vi)       each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys selected by it with due care, but the Certificate Administrator


 



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and the Trustee
shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys;


 


(vii)      each
of the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds made by the Trustee
or the Certificate Administrator, as applicable, pursuant to the terms of this Agreement, provided, however, this clause (vii)
shall not relieve the Trustee or the Certificate Administrator (solely in their respective commercial capacities and not in their
respective capacities hereunder) of any liabilities with respect to investments issued by such entity, as applicable, in their
respective commercial capacities;


 


(viii)      neither
the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to
act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)        neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder;


 


(x)         in
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God;


 


(xi)        other
than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the Certificate
Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 


(xii)       except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular capacity
hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in
any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers; provided, however, the knowledge of employees performing special servicing functions shall not be imputed to employees
performing master servicing functions, and the knowledge of employees performing master servicing functions shall not be imputed
to employees performing special servicing functions;


 


(xiii)      nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust; and


 






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(xiv)      nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


Except
as otherwise specifically provided herein, each of the Trustee and the Certificate Administrator shall be entitled to all of the
same rights, protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may
be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5
Information Provider, paying agent and Authenticating Agent).


 


(b)         Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 


(c)         All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)         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”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee.
Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.        Neither
the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the
Certificates) shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make
no representations as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the
Certificates, the Trust Loan, the Companion Loans or the Mortgage Loan Documents except as expressly set forth herein. The
Trustee and the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor, the
Servicer or the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any
responsibility or liability for or with respect to the legality, validity or enforceability of the Mortgage or the Mortgage
Loan, or the perfection and priority of the Mortgage or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation, the existence, condition and ownership of the Property; the existence
and enforceability of any hazard insurance thereon; the validity of the assignment of the Trust Loan to the Trust;
the


 



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performance or enforcement of the Trust Loan (other than with respect
to the Servicer or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer, respectively,
pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer, as applicable,
hereunder); the compliance by the Depositor, the Loan Parties, the Servicer and the Special Servicer with any warranty or representation
made under this Agreement or in any related document or the accuracy of any such warranty or representation made under this Agreement
or in any related document prior to the Trustee’s receipt of notice or other discovery of any noncompliance therewith or
any breach thereof; any investment of monies by or at the direction of the Servicer or the Special Servicer or any loss resulting
therefrom (other than, and to the extent of, investments issued by the Trustee or the Certificate Administrator, as applicable,
solely in their respective commercial capacities and not in their respective capacities hereunder); the failure of the Servicer,
the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action by the Trustee or
the Certificate Administrator taken at the direction of the Servicer or the Special Servicer (other than with respect to the Trustee,
if the Trustee shall assume the duties of the Servicer or the Special Servicer); provided, however, that the foregoing
shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties under this
Agreement. Except with respect to a claim based on either the Trustee’s or the Certificate Administrator’s negligent
action, negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with respect
to any particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates,
the Mortgage, the Property or the Trust Loan or assignment thereof against the Trustee or the Certificate Administrator, as applicable,
in its respective individual capacity, and neither the Trustee nor the Certificate Administrator shall have any personal obligation,
liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall
be asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither
the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing or continuation statements
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become the successor Servicer
or Special Servicer). Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such Certificates or for the use or application of any funds paid
to the Servicer or the Special Servicer, as applicable, in respect of the Mortgage Loan deposited into or withdrawn from the Collection
Account or any account maintained by or on behalf of the Servicer or the Special Servicer (except to the extent that such account
is held by the Trustee or the Certificate Administrator, as applicable, solely in their respective commercial capacities and not
in their respective capacities hereunder), or for investment of such amounts (other than and to the extent investments issued
by the Trustee or the Certificate Administrator, as applicable, solely in their respective commercial capacities not in their
respective capacities hereunder).


 


Neither
the Trustee nor the Certificate Administrator, by reason of the action or inaction of a responsible officer or officers of the
Trustee or the Certificate Administrator, as applicable, nor any of their directors, officers, members, managers, partners, employees,
Affiliates or agents shall have liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision


 



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shall not protect the Trustee, the Certificate Administrator (including in its capacities
as Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider hereunder) or any such
Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the
Trustee, the Certificate Administrator (including in its capacities as Certificate Registrar, Authenticating Agent, Custodian,
paying agent and 17g-5 Information Provider) or any such Person, as applicable, or by reason of negligent disregard of the Trustee,
the Certificate Administrator or any such Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate
Administrator in each of its capacities under this Agreement and any of their respective directors, officers, members, managers,
partners, employees, Affiliates, agents or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c)
out of amounts on deposit in the Collection Account, and held harmless against any loss, liability, claim, demand or expense
(including reasonable legal fees and expenses) incurred in connection with any legal action or other claims, losses, penalties,
fines, foreclosures, judgments or liabilities incurred in connection with or related to the Trustee’s or the Certificate
Administrator’s performance of their powers and duties under this Agreement (including, without limitation, performance
under Section 8.1 hereof and costs related to pursuing enforcement (but only after a non-appealable final judgment
or court order in favor of the indemnified party with respect to such indemnity or as otherwise agreed to by the applicable parties
pursuant to settlement or otherwise) of the Trust’s indemnification obligations hereunder); provided, however,
that this provision shall not protect the Trustee, the Certificate Administrator or any such Person against any liability which
would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Custodian, the Certificate
Administrator or any such Person or by reason of negligent disregard of the Trustee, the Certificate Administrator or any such
Person, as applicable, of its obligations and duties hereunder as determined by a court of competent jurisdiction. The indemnification
provided hereunder shall survive the resignation or removal of the Trustee or the Certificate Administrator and the termination
of this Agreement. Notwithstanding anything herein to the contrary, the Trustee shall be responsible for its acts or failure to
act as the Servicer and/or the Special Servicer (in accordance with Accepted Servicing Practices) during the time and to the extent
the Trustee is serving as such pursuant to the same extent that the Servicer or Special Servicer would be liable for the Servicer’s
or Special Servicer’s, as applicable, acts or failures to act under, pursuant to and subject to the terms of this Agreement.


 


8.4.       Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual or
any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 


8.5.       Trustee’s
and Certificate Administrator’s Fees and Expenses. (a) The Trustee and the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that
portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), payable
pursuant to Section 3.4(c). The Trustee Fee shall be $250 per month, payable by the Certificate Administrator from the
Certificate Administrator Fee. The Certificate Administrator Fee (which shall not be limited to any provision of law in
regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s and the
Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the
execution of the trust hereby created and in the exercise and


 



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performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. No
Certificate Administrator Fee shall be payable with respect to any Companion Loan. The Trustee and the Certificate Administrator
shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable
fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or bad faith or which is expressly the responsibility
of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the
Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate
Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees
and expenses so long as payment of such fees and expenses are reasonably assured to it. The Trustee and the Certificate Administrator
shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder
unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


(b)         Each
of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only, an “Indemnifying
Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and
the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate Registrar, Authenticating
Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors, officers, employees
and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section 8.5(b)
only, an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder as determined by a court of competent jurisdiction (including
in the case of the Servicer, any agent of the Servicer or sub-servicer).


 


(c)         Each
of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent, paying
agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c)
only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer
and the Special Servicer and their respective Affiliates and each of the


 



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 directors, officers, employees and agents of the Servicer
and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith,
fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties
hereunder.


 


8.6.       Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each of
the Trustee and the Certificate Administrator hereunder shall at all times be a corporation, association or trust company organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, which has, a combined capital and surplus of at least $50,000,000
and a rating on its unsecured long term debt of at least “BBB+” by S&P (or “BBB” by S&P if the
Trustee’s or Certificate Administrator’s, as applicable, unsecured short term debt is rated at least “A-2”
by S&P) and is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Servicer
or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer
pursuant to Section 7.2). If a corporation, association or trust company publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section
8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In the event that the place of business from which the Trustee or the Certificate
Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the
Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate
Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose
such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in
the manner and with the effect specified in Section 8.7.


 


(b)         The
Certificate Administrator shall obtain and maintain at its own expense, and keep in full force and effect throughout the term
of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A” or its equivalent by S&P, such applicable error and omissions insurance
policy must be rated at least “A” or its equivalent by S&P. Such insurance policy shall protect the Certificate
Administrator against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered Persons. The amount of
coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power
over the Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator


 



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shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled
to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A” or its equivalent
by S&P.


 


(c)         The
Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s directors, officers and employees
in connection with its activities under this Agreement; provided that if the Trustee is not rated at least “A”
or its equivalent by S&P, such applicable error and omissions insurance policy must be rated at least “A” or its
equivalent by S&P. Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, errors
and omissions of such covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable
governmental authorities having regulatory power over the Trustee. In the event that any such bond or policy ceases to be in effect,
the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure
with respect to such risks so long as the Trustee is rated at least “A” or its equivalent by S&P.


 


8.7.        Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation to the
Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan Holders, the Trustee and the
17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section
8.15(b) and after such posting by the 17g-5 Information Provider, to the Rating Agency, and by mailing notice of
resignation by first Class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate
Register, not less than sixty (60) days before the date specified in such notice when, subject to Section 8.8,
such resignation is to take effect, and (ii) acceptance by a successor Trustee or Certificate Administrator, as
applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6.
Upon such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as
applicable, and a Rating Agency Confirmation is provided with respect to such appointment, which Rating Agency Confirmation
shall be delivered to the resigning Trustee or Certificate Administrator, and the successor Trustee or Certificate
Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall
have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator, as applicable, may petition any court of competent jurisdiction for appointment of a successor Trustee or
Certificate Administrator, as applicable and any expenses associated with such petition shall be an expense of the
Trust.


 


Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective
business to a successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or
Certificate Administrator shall cooperate with any successor, as requested (i) to endorse the original executed Notes for the
Trust Loan (to the extent that the original executed Notes for the Trust Loan were endorsed to the outgoing Trustee or Certificate
Administrator or), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee
for the


 



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registered holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO
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 or Certificate Administrator), to assign such Mortgage Loan Documents to such successor,
and such successor shall review the documents delivered to it with respect to the Trust Loan, and certify in writing that, as
to the Trust Loan then subject to this Agreement, such endorsement and assignment has been made, and record such assignment documents
(if applicable); (b) if any original executed Note for the Trust Loan was not endorsed to the outgoing Trustee, the Certificate
Administrator (in its capacity as Custodian) shall, upon its receipt of a request for release in the form of Exhibit B
hereto, deliver such Note to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate
with any successor Trustee to ensure that such Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage
Pass-Through Certificates, Series 2017-AMO or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent any such endorsement of such Note requires the signature of the related Loan Seller in order to
comply with the foregoing, then the Servicer shall use reasonable efforts to cause the related Loan Seller to execute such endorsement;
(c) if any other assignable Mortgage Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator 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 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 Certificate
Administrator with respect to the Trust Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement,
such endorsements and assignments have been made, and record such assignment documents (if applicable) or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate
Administrator, as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.


 


If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer, the Special Servicer or Operating Advisor, as applicable; (y) the
Trustee or the Certificate Administrator shall materially default in the performance of its obligations under this Agreement;
or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged
a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be
appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation then, in any such case, (1) the Depositor may remove
the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as
applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument
shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee
or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide


 



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Certificateholder for
at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator,
as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or
Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee
or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded
by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within
one (1) year from the date of appointment by such court. In addition, upon thirty (30) days’ prior written notice, Holders
of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may
at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator,
as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized,
one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special
Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to
the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment
by the successor Trustee or Certificate Administrator shall be given to the Companion Loan Holders, the Rating Agency (through
the successor 17g-5 Information Provider’s website, as applicable) and the Initial Purchasers by the successor Trustee or
Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until
all reasonable fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee or Certificate Administrator,
as applicable, in full. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted
appointment within thirty (30) days after the notice of removal has been given, the removed Trustee or Certificate Administrator,
as applicable, may petition any court of competent jurisdiction for appointment of a successor Trustee or Certificate Administrator,
as applicable and any expenses associated with such petition shall be an expense of the Trust.


 


Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If
the Certificate Administrator is terminated pursuant to this Section 8.7, all of its rights and obligations under this
Agreement and in and to the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing
to it under this Agreement with respect to periods prior to the date of such termination or removal).


 


In
the event of any resignation or removal of the Trustee or the Certificate Administrator (in any of its capacities under this Agreement)
(other than a resignation of the Trustee that is required solely due to a change in law or a conflict of interest arising after
the Closing Date that is not waived by all of the parties in conflict or is unwaivable), such


 



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 resignation or removal shall be
effective with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s
capacities as Trustee, Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case
may be).


 


8.8.       Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided
in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and to
its predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and
(ii) making the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as
provided in Section 2.3 and Section 2.4, respectively, and thereupon the resignation or removal of the
predecessor Trustee or Certificate Administrator shall become effective and such successor Trustee or Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or
certificate administrator herein. The predecessor Certificate Administrator shall deliver or cause to be delivered to the
successor Certificate Administrator, as applicable, the Mortgage File and related documents and statements held by it
hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee or Certificate Administrator
shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties
and obligations.


 


No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time
of such acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6
and a Rating Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the
Trustee or Certificate Administrator).


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor
Trustee or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder
to all Holders of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special
Servicer, the Loan Parties and the Initial Purchasers and the Companion Loan Holders.


 


8.9.       Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the
successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided that (i) such
Person shall be eligible under the provisions of Section 8.6, without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating
Agency Confirmation shall have been delivered to such Person.


 






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8.10.     Appointment
of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Property may at the time be located or in which any action of the Trustee may be
required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a
majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint
one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly with
the Trustee, of all or any part of the Property, to the full extent that local law makes it necessary for such separate
trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate
trustee or co-trustee shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)         The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to
the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed
by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject
to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the
case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations
of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the
appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)         All
provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply
to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to
the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity
as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider,
as applicable.


 


(d)         Every
co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee
in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed
by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights,


 



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powers, duties and obligations shall be exercised and performed by such
co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall
be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee; and (iv) no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If,
at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute
and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the
foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations,
duties, or responsibilities in any way or to any degree.


 


(e)         Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)         Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those
of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.


 


8.11.     Appointment
of Authenticating Agent. (a)  The Certificate Administrator may appoint an agent or agents which shall be
authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an
“Authenticating Agent”), and Certificates so authenticated shall be entitled to the benefits of this
Agreement and shall be valid and obligatory for all purposes as if authenticated by the Certificate Administrator hereunder.
Wherever a reference is made in this Agreement to the authentication and delivery of Certificates by the Certificate
Administrator or the Certificate Administrator’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Certificate Administrator by an Authenticating Agent and a certificate
of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent
shall, at all times, be a corporation or association organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such law to act as Authenticating Agent, having a
combined capital and surplus of not less than $15,000,000, authorized under such laws to do trust business and subject to
supervision or examination by federal or state authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes
of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating
Agent shall be the Certificate Administrator.


 


(b)        Any
Person into which an 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 such Authenticating Agent shall be a party, or any Person succeeding to
the corporate agency business of an Authenticating Agent, shall continue to be an


 



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Authenticating Agent, provided such Person
shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.


 


(c)         An
Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or
the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment
by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


8.12.      Appointment
of a Custodian.  The Certificate Administrator is hereby appointed as the initial Custodian. Any successor
Certificate Administrator appointed pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as
the successor Custodian upon the effectiveness of its appointment as the successor Certificate Administrator.


 


8.13.      Indemnification
by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable, severally
and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in its
capacity as 17g-5 Information Provider) of its representations and warranties, as applicable, under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including
in its capacities as Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider) in
the performance of its obligations to the Trust or the Certificateholders under this Agreement or its negligent disregard of
its obligations and duties under this Agreement.


 


The
Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5
Information Provider, of its obligations under this Agreement or (ii)  negligence, bad faith or willful misconduct on the
part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.


 






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8.14.        Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution
Date and a voluntary prepayment or the payment at maturity by the Loan Parties of the Trust Loan or any portion thereof, the Certificate
Administrator shall report the amount of such prepayment or payment to the Depository based on information received from the Servicer
or the Special Servicer in reliance on notices received from the Loan Parties. In the event of any inconsistencies in payments
or prepayments made by the Loan Parties with the previously delivered notices by the Loan Parties, all costs and expenses incurred
as a result of a failure by the Loan Parties to make any such payments or prepayment, shall be paid by the Loan Parties in accordance
with the Mortgage Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator
was consistent with the information received from the Servicer or the Special Servicer. If the Loan Parties fail to do so, such
costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable,
by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate Administrator,
the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a
result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on the
Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


8.15.        Access
to Certain Information. The Certificate Administrator
shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator
with an Investor Certification substantially in the form of Exhibit K-2 hereto) and to the Office of the Comptroller
of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Trust Loan or the other assets of the Trust Fund that are in its possession or within
its control, including without limitation:


 


(i)             the
Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)            the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator, and


 


(iii)           all
notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing
revealed any failure of such Property to comply with any applicable law, including any environmental law, or which revealed an
environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or
remediation.


 


Such
access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator.


 


The
Certificate Administrator will provide copies of the items described in this Section 8.15(a), to the extent such items
are in its possession, to, and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the
Manager or any of their


 






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respective agents or affiliates who provides the Certificate Administrator with an Investor Certification
substantially in the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable
costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably
acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective
purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will
otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have
agreed to keep this information confidential.


 


(b)           The
Certificate Administrator, to the extent prepared or received by the Certificate Administrator, shall make available to Privileged
Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor Certification
substantially in the form of Exhibit K-2 hereto), via the Certificate Administrator’s Website, the following
items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format to trustadministrationgroup@wellsfargo.com):


 


(i)             The
following “deal documents”:


 


(A)          the
Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)           this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreement and any amendments and exhibits hereto or thereto; and


 


(C)           the
CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)            The
following “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)           all
CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate
Administrator pursuant to Section 3.18(a), environmental reports delivered to the Certificate Administration pursuant
to Section 3.12(f), and any updates to such reports; and


 


(C)           all
Operating Advisor Annual Reports;


 


(iii)           The
following “additional documents”:


 


(A)          summaries
of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 






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(B)          all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)          all
Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)          The
following “special notices”:


 


(A)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(c);


 


(B)          any
notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator
pursuant to Section 7.1;


 


(C)          any
notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered to
the Certificate Administrator pursuant to Section 7.1(b) and Section 3.26(j);


 


(D)          any
request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential Pay Certificates
to terminate the Special Servicer pursuant to Section 7.1(e) or the Operating Advisor pursuant to Section 3.26(j);


 


(E)           any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(F)           any
notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.26;


 


(G)           any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(H)          any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(I)            any
amendment to this Agreement pursuant to Section 11.1;


 


(J)            any
annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under Section 13.7;
and


 






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(K)          any
annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section
13.9;


 


(L)           notice
of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking into account
the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates) to terminate
and replace the Special Servicer;


 


(M)         notice
of the occurrence or cessation of a Control Event, a Consultation Termination Event or an Operating Advisor Consultation Event;
and


 


(N)          any
notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement
Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate;


 


(v)           the
“Investor Q&A Forum” pursuant to Section 4.5(a); and


 


(vi)          solely
to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


(vii)         subject
to Section 3.31(b), the following “risk retention special notices” to the extent delivered by the Retaining Sponsor,
if any, shall be posted to the “Investor Notices” tab on the Certificate Administrator’s Website:


 


(A)          the
disclosure required pursuant to Section 244.4(c)(1)(ii) of the Credit Risk Retention Rules; and


 


(B)           any
noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third Party Purchaser
or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act;


 


The
foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website
promptly following receipt. The Certificate Administrator 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 such information is delivered or posted in error, the Certificate Administrator
may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not
be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the
extent such information was not produced by the Certificate Administrator. In connection with providing access to the Certificate
Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance with the terms of this Agreement,
makes no representations or warranties as to the


 






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accuracy or completeness of such information being made available, and assumes
no responsibility for such information, other than such information prepared by the Certificate Administrator. Assistance in using
the Certificate Administrator’s Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide
a mechanism to notify each Person that has signed-up for access to the Certificate Administrator’s Website in respect of
the transaction governed by this Agreement each time an additional document is posted to the Certificate Administrator’s
Website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (vii) above, provide email notification to any Privileged Person that has registered to receive access
to the Certificate Administrator’s Website and has opted in to receive email notifications that a notice has been posted
to the “risk retention special notices” tab.


 


The
17g-5 Information Provider shall make available solely to the Depositor, the Rating Agency and to NRSROs the following items to
the extent such items are delivered to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference
of “Del Amo Fashion Center Trust 2017-AMO” and an identification of the type of information being provided in the
body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established
or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)             any
Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(i)             any
environmental reports delivered by the Special Servicer under Section 3.12(e);


 


(ii)            any
annual statements as to compliance and related Officer’s Certificates delivered under Section 13.7;


 


(iii)           any
annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;


 


(iv)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(v)           any
information requested by the Depositor or the Rating Agency pursuant to Section 3.21(b) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(b));


 


(vi)          any
notice to the Rating Agency relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation
as set forth in Section 3.27;


 


(vii)         any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27;


 






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(viii)        any
notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.26;


 


(ix)           any
and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special Servicer’s,
as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(x)            any
notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered pursuant
to Section 7.1(b) or Section 3.26(j);


 


(xi)           any
summary of oral communications with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section 8.15(c);
provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;


 


(xii)          notice
of any material modifications or amendments to the Mortgage Loan Documents;


 


(xiii)         any
amendment to this Agreement pursuant to Section 11.1;


 


(xiv)         notice
of any change to a Manager;


 


(xv)          notice
of final payments on the Certificates;


 


(xvi)         copies
of any amendments to the Trust Loan Purchase Agreement;


 


(xvii)        notice
of any amendments to the Trust Loan Purchase Agreement;


 


(xviii)       the
Rating Agency Q&A Forum and Servicer Document Request Tool pursuant to Section 4.5(f); and


 


(xix)         any
notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement
Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. 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, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not


 






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obtained and shall not be deemed to have obtained actual
knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced
by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of
an NRSRO Certification and (ii) the Depositor. If a Rating Agency requests access to the 17g-5 Information Provider’s Website,
access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made prior to
2:00 p.m. (eastern time) on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day.
Questions regarding delivery of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under
this Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other
data may be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report,
statement, document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document,
file or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly
notify each NRSRO that has signed-up for access to the 17g-5 Information Provider’s website in respect of the transaction
governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such
notice shall specifically identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information
Provider shall send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing
the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided
to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection
with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the
17g-5 Information Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not
be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties
as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information.
The 17g-5 Information Provider shall not be liable for failing to make any information available to any Rating Agency or NRSROs
unless same was delivered to it at its email address set forth above, with the proper subject heading. Assistance in using the
Certificate Administrator’s Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 


If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services, as defined in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage
Loan (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider
shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence
Service Provider or from another party to this Agreement, promptly upon receipt thereof.


 






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(c)            Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any CREFC® Reports and any additional information relating
to the Mortgage Loan, the Property or the Loan Parties, for review by the Depositor, the Initial Purchasers, the Trustee, each
Companion Loan Holder, the Certificate Administrator and any other Persons who deliver an Investor Certification or confidentiality
agreement in accordance with this Section 8.15(c), and the Rating Agency (only to the extent such additional information
was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information Provider in
accordance with the provisions of Section 8.15(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.15(b)) (collectively, the “Disclosure
Parties”), in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage
Loan Documents. Each of the Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor, the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a
confidentiality agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer
and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 8.15(c) to current or prospective Certificateholders the form of confidentiality
agreement used by the Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel
and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein
(provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees
to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein,
an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is
requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential. In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder,
the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or Certificateholders generally,
requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


Neither
the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor the Special Servicer


 






    	-206- 



     


    

 


shall be responsible or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant to this Section 8.15(c) unless such information was
produced by the Servicer or Special Servicer, as applicable.


 


The
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be permitted to orally
communicate with the Rating Agency; provided that such party summarizes the information provided to the Rating Agency in
such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures
set forth in Section 8.15(b) on the same day such communication takes place; provided that the summary of such oral
communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider shall post
such summary on the 17g-5 Information Provider’s website in accordance with the procedures set forth in Section 8.15(b).


 


None
of the foregoing restrictions in this Section 8.15 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating Agency
or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to
the Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Servicer
or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s
or NRSRO’s evaluation of the Servicer’s or the Special Servicer’s, as applicable, servicing operations in general;
provided, that the Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Trust Loan to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless
(x) borrower, property and other deal specific identifiers are redacted, (y) such information has already been provided to the
17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency
or NRSRO confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with regard
to the Certificates.


 


In
connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
the Servicer or the Special Servicer when such information, report, notice or document has been posted. The Servicer or the Special
Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or other document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided to the 17g-5 Information Provider; provided that the Servicer or the Special Servicer
shall not post such information, report, notice or document without the written consent of the Depositor (which consent may be
provided by e-mail) if it has not received a notice from the 17g-5 Information Provider that such information, report, notice
or document has been posted on the 17g-5 Information Provider’s Website.


 


Each
of the Servicer and the Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and


 






    	-207- 



     


    

 


controlling persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses) to which any such 17g-5 Indemnified Party may become subject, under the Act, the Exchange Act or otherwise,
pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying
Party’s breach of (i) any obligation relating to the provision of information to the Rating Agency set forth in the first
paragraph of Section 8.15(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs  of  Section 8.15(c),
and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified
Party in connection with investigating or defending any such action or claim, as such expenses are incurred.  The foregoing
indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6
and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 


9.          CERTAIN
MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER


 


9.1.          Selection
and Removal of the Directing Certificateholder


 


(a)            The
Majority Controlling Class Certificateholders may elect the Directing Certificateholder.


 


(b)           The
Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by the Certificate
Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election
of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder cannot
be any Borrower Affiliate or the Manager or any of their servicers or respective agents or Affiliates and (y) for purposes of
determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder, any Borrower
Affiliate, the Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder
and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the
Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing
and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)            The
identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as


 






    	-208- 



     


    

 


such Controlling Class Certificateholder owns the largest aggregate Certificate Balance
of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(d)           The
Directing Certificateholder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the
Special Servicer.


 


(e)            Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder or its designee
at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder and
when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special
Servicer and the Servicer of the identity of the Directing Certificateholder and any resignation or removal thereof. In addition,
upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name
of the then-current Directing Certificateholder and a list of the Certificateholders (or Beneficial Owners, if applicable, at
the expense of the requesting party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning more
than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue
of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer holds the majority
of the Controlling Class Certificates (by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates
who collectively own more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it transfers
its Controlling Class Certificate (or its beneficial interest in the Controlling Class Certificates) and, as a result of such
transfer, such Holders who collectively appointed the Directing Certificateholder no longer collectively own more than the applicable
percentage of the Controlling Class Certificates (by Certificate Balance) set forth above, provided in no event with respect
to either clause (i) or (ii) shall any Controlling Class Certificateholder have any liability to any Person for
the failure to provide any such notices.


 


(f)            Once
a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection
unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other
Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder.


 


(g)           Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Directing Certificateholder.


 






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(h)           The
Directing Certificateholder shall be responsible for its own expenses.


 


Notwithstanding
any other provision to this Agreement, in the event that no Directing Certificateholder has been appointed or identified to the
Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain
such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer,
as applicable, then the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to,
or seek the approval or consent of any such Directing Certificateholder as the case may be until such time as a Directing Certificateholder
meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Directing Certificateholder to the Servicer and the Special Servicer.


 


9.2.           Limitation
on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders.


 


Neither
the Controlling Class nor the Directing Certificateholder shall have any liability to the Trust or the Certificateholders for
any action taken, or for refraining from the taking of any action, or for errors in judgment.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder and/or the
Controlling Class Certificateholders (i) may have special relationships and interests that conflict with those of Holders of one
or more Classes of the Certificates, including owning securities backed by the Companion Loans or any interest in the Companion
Loans, (ii) may act solely in the interests of the Holders of the Controlling Class, including the Directing Certificateholder,
(iii) does not have any duties or liability to the Trust or to the Holders of any Class of Certificates, (iv) may take actions
that favor the interests of one or more Classes of the Certificates, including the Holders of the Controlling Class, over the
interests of the Holders of one or more other Classes of the Certificates, and (v) shall have no liability whatsoever to the Trust,
any other party to this Agreement, any Certificateholder or any other Person (including any Borrower Affiliate) for having so
acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder, the Controlling Class Certificateholders or any director, officer, employee, partner, member,
shareholder, agent or principal of the Directing Certificateholder or the Controlling Class Certificateholders, as applicable,
as a result of the Directing Certificateholder or the Controlling Class Certificateholders having so acted.


 


9.3.          Rights
and Powers of the Directing Certificateholder.


 


(a)            Notwithstanding
anything herein to the contrary, but subject to the next sentence, except as set forth in, and in any event subject to, Section
3.24(d), Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs of this Section 9.3(a),
(i) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent
of the Special Servicer, which consent will be deemed given if the Special Servicer does not object within fifteen (15) Business
Days (after delivery of a written recommendation and analysis to the Special Servicer and information reasonably requested by
the Special Servicer) unless such actions are part of an Asset Status Report approved by the


 






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Directing Certificateholder under
Section 3.10(i) or is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement and
(ii) prior to the occurrence and continuance of a Control Event, the Special Servicer shall not be permitted to (A) consent
to the Servicer’s taking any of the actions constituting a Major Decision, or (B) itself take any of the actions constituting
a Major Decision, but subject to Section 3.10(i) if, in either case, the Directing Certificateholder has objected to the
action in writing within ten (10) Business Days after receipt of a written report by the Special Servicer describing in reasonable
detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,
and (iii) any direct or indirect conflict of interest in the action (the “Major Decision Reporting Package”)
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day
period, then the Directing Certificateholder shall be deemed to have approved such action). In the event that the Special Servicer
or Servicer, as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring
consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event under this Agreement (or
consultation with the Directing Certificateholder after the occurrence and during the continuance of a Control Event, but prior
to the occurrence of a Consultation Termination Event), is necessary to protect the interests of the Certificateholders, the Special
Servicer or Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response (or without such consultation) so long as the Servicer or the Special Servicer, as applicable, has made a reasonable
effort to contact the Directing Certificateholder to inform it of such need. The Special Servicer is not required to obtain the
consent of the Directing Certificateholder for any Major Decision upon the occurrence and during the continuance of a Control
Event; provided, however, that after the occurrence and during the continuance of a Control Event but prior to the
occurrence of a Consultation Termination Event, the Special Servicer shall not be required to obtain the consent of the Directing
Certificateholder but shall consult with the Directing Certificateholder in connection with any Major Decision (and such other
matters that are subject to consent, approval, direction or consultation rights of the Directing Certificateholder hereunder)
and to consider alternative actions recommended by the Directing Certificateholder in respect of such matters. With respect to
any action requiring the Directing Certificateholder’s consent, if the Directing Certificateholder does not respond to a
request for its consent within ten (10) Business Days (or such other length of time as specified in this Agreement with respect
to any particular action requiring consent), such consent will be deemed to have been given. In the event that no Directing Certificateholder
has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer,
as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified
to the Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified,
the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder as the case may be.


 


In
addition, for so long as no Control Event has occurred and is continuing, but subject to the second sentence of the preceding
paragraph, Section 9.3(b), Section 9.3(c) and the immediately following paragraph, the Directing Certificateholder
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Trust Loan as the Directing
Certificateholder may reasonably deem advisable.


 






    	-211- 



     


    

 


Notwithstanding
anything to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent
by the Directing Certificateholder or any objection, consultation or direction or advice from the Directing Certificateholder,
the Controlling Class Certificateholders or any other Person would (A) otherwise require or cause the Special Servicer or Servicer,
as applicable, to violate the terms of the Mortgage Loan Documents, the Co-Lender Agreement, applicable law, provisions of the
Code resulting in an Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted
Servicing Practices), (B) expose any Certificateholder, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Trust or their respective Affiliates, officers, directors or agent to any material claim,
suit or liability, (C) result in the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure
property”) or loss of REMIC status or (D) materially expand the scope of the Special Servicer’s, the Servicer’s,
the Operating Advisor’s, the Trustee’s or the Certificate Administrator’s responsibilities hereunder, then the
Special Servicer or Servicer, as applicable, shall disregard such refusal to consent, direction or advice and notify the Directing
Certificateholder, the Trustee, the Certificate Administrator and the 17g-5 Information Provider of its determination, including
a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Servicer
or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder that does not violate the
Mortgage Loan Documents, the Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code resulting in an Adverse
REMIC Event or Accepted Servicing Practices or any other provisions of this Agreement, shall not result in any liability on the
part of the Servicer or the Special Servicer.


 


(b)           Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Event, 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 Event but so long as no Consultation Termination Event is continuing, the
Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder
in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) during the continuance
of a Consultation Termination Event, the Directing Certificateholder shall have no direction, consultation or consent rights hereunder
and no right to receive any notices, reports or information (other than notices, reports or information required to be delivered
to all Certificateholders) or any other rights as Directing Certificateholder, and the Controlling Class will not be entitled
to appoint a Directing Certificateholder; provided that the Directing Certificateholder (if and to the extent that it is
a Certificateholder) and a holder of a Controlling Class Certificate will maintain the right to exercise its Voting Rights for
the same purposes as any other Certificateholder under this Agreement. No Borrower Affiliate may be appointed as or act as the
Directing Certificateholder.


 


If
a Control Event no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of the
Directing Certificateholder set forth in this Agreement and the Controlling Class will regain the right to appoint a Directing
Certificateholder.


 






    	-212- 



     


    

 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such
Major Decision Reporting Package to the Directing Certificateholder. With respect to any particular Major Decision and related
Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor
servicing officers with relevant knowledge regarding the Mortgage Loan and such Major Decision, Major Decision Reporting Package
and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other
things, such Major Decision and/or Asset Status Report and potential conflicts of interest and compensation with respect to such
Major Decision, Major Decision Reporting Package and/or Asset Status Report.


 


In
addition, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall
consult with the Operating Advisor (telephonically or electronically) in connection with any proposed Major Decision for which
the Special Servicer has delivered to the Operating Advisor a Major Decision Reporting Package and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that the Special Servicer receives no response from the Operating Advisor within ten (10) days following the later of
(i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating
Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating
Advisor on any future matter with respect to the Mortgage Loan.


 


In
connection with the Directing Certificateholder’s right to consent or consult and the Operating Advisor’s right to
consult with respect to a Major Decision, as applicable, if the Servicer or the Special Servicer determines that action is necessary
to protect the Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure
to take any such action at such time would be inconsistent with Accepted Servicing Practices, the Servicer or the Special Servicer
may take actions with respect to the Property before the expiration of the applicable period for the Operating Advisor or the
Directing Certificateholder to respond as described in this section, if the Servicer or the Special Servicer reasonably determines
in accordance with Accepted Servicing Practices that failure to take such actions before the expiration of such period would materially
adversely affect the interest of the Certificateholders, and the Servicer or the Special Servicer has made a reasonable effort
to contact the Operating Advisor or the Directing Certificateholder, as applicable.


 


After
the occurrence and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation
or consent rights hereunder and shall have 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. However,
the Directing Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


(c)            For
purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or receiving Asset Status
Reports or any other information


 






    	-213- 



     


    

 


under this Agreement other than Distribution Date Statements, any holder of any interest in a
Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing shall not be
deemed to be a Holder or Beneficial Owner of the related Controlling Class and shall not be entitled to exercise such rights or
receive such information. If, as a result of the preceding sentence, no Holder or Beneficial Owner of Controlling Class Certificates
would be eligible to exercise such rights, there will be no Controlling Class.


 


(d)           The
Certificate Administrator shall, within five (5) Business Days after its determination that a Control Event or a Consultation
Termination Event has occurred or ceased to exist, post a notice of such occurrence or cessation of a Control Event or Consultation
Termination Event on the Certificate Administrator’s Website.


 


(e)            For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer
shall provide notice to the Directing Certificateholder of any annual meeting with the Borrower and the Manager pursuant to
the Mortgage Loan Documents, consult with the Directing Certificateholder regarding an agenda for such meeting, and invite
the Directing Certificateholder to attend such meeting (which invitation the Directing Certificateholder may accept or
decline in its discretion). The Special Servicer shall provide advance notice to the Borrower and the Manager that the
Directing Certificateholder has no authority to act on behalf of the holder of the Trust Loan.


 


9.4.          Directing
Certificateholder Contact with Servicer and Special Servicer.


 


Upon
reasonable request, each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to
answer questions from the Directing Certificateholder (prior to the occurrence and continuance of a Control Event) regarding the
performance and servicing of the Trust Loan (or, in the case of the Special Servicer, the Special Servicer’s operational
activities on a platform level basis related to the servicing of the Trust Loan after a Special Servicing Loan Event and the servicing
of any Foreclosed Property) for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding
any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer
or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing
Practices, that such disclosure would 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.


 


10.          TERMINATION


 


10.1.        Termination. (a)  The
respective obligations and responsibilities of the Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate
Administrator and the Trustee created hereby (other than the obligation to make certain payments to the Companion Loan Holders,
other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in this Agreement and other than the obligation of the Certificate


 






    	-214- 



     


    

 


Administrator to file final tax
returns for the Trust REMIC, to maintain books and records of the Trust Fund for such period of time as it maintains its own books
and records, and the indemnification rights and obligations of the parties hereto) shall terminate upon the last action required
to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 10 following the later of
(i) the final payment on the Certificates or (ii) the liquidation of the Trust Loan (including, without limitation,
the sale of the Trust Loan pursuant to this Agreement) or the liquidation or abandonment of the Property and all other Collateral
for the Trust Loan, provided, however, that in no event shall the Trust continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the
Court of St. James’s, living on the date hereof.


 


(b)           On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other than
the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)            Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall
be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) 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 specified.


 


10.2.        Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment
on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating the Trust REMIC
will not subject the Trust Fund or the Trust REMIC to federal income tax:


 


(i)             Within
eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the
90-day liquidation period of the Trust REMIC which shall be specified in a notice from the Certificate Administrator to the Certificateholders
as soon as practicable prior to such final Distribution Date, and shall specify such date in the final tax return of the Trust
REMIC;


 


(ii)           At
or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the
Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund;
and


 


(iii)           At
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to
the Trust Fund, the Certificate


 






    	-215- 



     


    

 


Administrator shall cause all remaining amounts held as part of the Trust REMIC to be distributed
to the Holders of the Regular Certificates and the Class R Certificates in accordance with Section 4.1(a) and Section 4.1(f).


 


10.3.        Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS
PROVISIONS


 


11.1.         Amendment. (a)  This
Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or the
Companion Loan Holders:


 


(i)             to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;


 


(ii)            to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of the provisions of this
Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided that
such amendment or supplement would not adversely affect in any material respect the interests of the Companion Loan Holders not
consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any securities backed by any Companion Loan is then rated,
receipt of a Rating Agency Confirmation;


 


(iii)           to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or the
Companion Loan Holders not consenting thereto, as evidenced by (1) an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust if the requesting party is the Trustee or the Certificate Administrator) or (2) if
the related Class of Certificates or Companion Loan Securities is rated by the Rating Agency or a Companion Loan Rating Agency,
as applicable, Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, is obtained;


 


(iv)           to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of the Trust REMIC
as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust REMIC that would be a claim against the Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting the amendment or if the requesting party is the Certificate
Administrator or the Trustee, at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect
in any material respect the interests of any holder of the Certificates or the Companion Loan Holders or


 






    	-216- 



     


    

 


(B) to the extent necessary
for the Trust or any Other Securitization Trust to comply with the Investment Company Act of 1940, as amended, the Trust Indenture
Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)           to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that
the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel or a Rating Agency Confirmation; provided, further,
prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause (vi) that would adversely
affect the rights of the Controlling Class Certificateholder or the Directing Certificateholder shall be subject to the consent
of such affected party or parties;


 


(vii)          to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation; provided, that such amendment
or supplement would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Holders
not consenting thereto, as evidenced by an Opinion of Counsel;


 


(viii)        to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the
Servicer, the Certificate Administrator and the Trustee, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (B) such modification does not cause the
Trust REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel, and (C) Rating Agency Confirmation is obtained;
provided, that prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause (viii)
that would adversely affect the rights of the Controlling Class Certificateholder or the Directing Certificateholder will
be subject to the consent of such affected party or parties;


 


(ix)           to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate
Administrator, the 17g-5 Information Provider, the Operating Advisor or the Trustee, unless such party consents thereto; provided,
further that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
or the Companion Loan Holders, as evidenced by (x) an Opinion of Counsel or (y) if any


 






    	-217- 



     


    

 


Certificate or securities backed
by any Companion Loan is then rated, receipt of Rating Agency Confirmation from each Rating Agency;


 


(x)            to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal; provided
that no such modification, elimination or addition may change in any manner the rights or obligations of the Third Party Purchaser
under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser; and


 


(xi)           to
modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other Securitization
Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


No
other amendment to this Agreement may be made without the consent of the Companion Loan Holders if such amendment materially adversely
affects the rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding
the foregoing, no such amendment may change in any manner any defined term used in any Loan Purchase Agreement or the obligations
of any Loan Seller under the Loan Purchase Agreement or otherwise or change any rights of any Loan Seller as a third party beneficiary
hereunder, without the consent of such Loan Seller.


 


(b)           Subject
to the rights of the Companion Loan Holder to consent to certain amendments to this Agreement under Section 11.1(a), this
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than
51% of the Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel)
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 the Certificates; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate; (ii) alter in any manner the liens on any Collateral securing payments on the Trust
Loan; (iii) alter the obligations of the Servicer, or the Trustee to make an Advance or alter the Accepted Servicing Practices
set forth herein; (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are
required to consent to any action or inaction under this Agreement; (v) change in any manner any defined term used in the Loan
Purchase Agreement or the obligations of any Loan Seller under the Loan Purchase Agreement or otherwise or change any rights of
any Loan Seller as a third party beneficiary hereunder, without the consent of such Loan Seller or (vi) amend this Section 11.1.


 


Notwithstanding
any contrary provision contained in this Agreement, no amendment to this Agreement may be made that changes in any manner the
rights and/or


 






    	-218- 



     


    

 


obligations of a Loan Seller under this Agreement or under the Loan Purchase Agreement without the consent of such
Loan Seller, or the rights of an Initial Purchaser hereunder without the written consent of such Initial Purchaser, and each of
the Trustee or Certificate Administrator may, but will not be obligated to, enter into any amendment to this Agreement that it
determines affects its respective rights, duties or immunities or creates any additional liability for the Trustee or Certificate
Administrator, as applicable, under this Agreement.


 


It
shall not be necessary for the consent of Certificateholders under this Section 11.1 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


Notwithstanding
any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any
amendment to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall
be made to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in an Adverse REMIC Event.


 


(c)            Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each Certificateholder, the Trustee, the Depositor, the
Servicer, the Special Servicer, the Loan Parties, the Initial Purchasers and the Rating Agency.


 


(d)            In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as
applicable, and, to the extent required by this Section 11.1, the required Certificateholders, Companion Loan Holders,
Loan Seller and/or Initial Purchaser, as applicable.


 


(e)            The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment or as otherwise provided in Section 11.1(a) (or, if such amendment
is required by the Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator
(which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator),
then at the expense of the Depositor and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


11.2.        Recordation
of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the applicable recording
office, is subject to recordation in all


 






    	-219- 



     


    

 


appropriate public offices for real property records in the county in which the Property
subject to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee or the Certificate Administrator as a Trust Fund Expense upon its receipt of an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the interests of the Certificateholders of the Trust.


 


(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.


 


11.3.        Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction. THIS AGREEMENT AND
Any claim, controversy or dispute arising under or related to this AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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.


 


11.4.        Notices. All
demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that
notices to Holders of any


 






    	-220- 



     


    

 


Class of Certificates held in registered, definitive form shall be deemed to have been given upon being
sent by first class mail, postage prepaid) as follows:


 


If
to the Trustee, to:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee DAFC 2017-AMO


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


If
to the Certificate Administrator, to:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – DAFC 2017-AMO

Telephone: (410) 884-2000


 


with
a copy to:


 


Facsimile:
(410) 715-2380


		Email:	trustadministrationgroup@wellsfargo.com
                                         and

                                         cts.cmbs.bond.admin@wellsfargo.com



 


or
in the case of surrender, transfer or exchange to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55479

Attn: CMBS Del Amo Fashion Center Trust 2017-AMO


 


or
in the case of the Custodian, to:


 


Wells
Fargo Bank, National Association

1055 10th Avenue, Southeast 


Minneapolis,
Minnesota 55414

Attention: CTS – Document Custody Group 2017-AMO


 






    	-221- 



     


    

 


If
to the Depositor, to:



In the case of the Depositor:



Banc of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044

Email: leland.f.bunch@baml.com


 


with
a copy to:


 


W.
Todd Stillerman, Esq.

Assistant General Counsel

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127

Email: william.stillerman@bankofamerica.com


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry LaBrun, Esq.

Telephone: (704) 348-5149

Facsimile: (704) 348-5200

Email: henry.labrun@cwt.com


 


If
to the Servicer, to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: 877-379-1625

Email: michael_a_tilden@keybank.com


 


with
a copy to:


 






    	-222- 



     


    

 


Polsinelli
PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com


 


If
to the Special Servicer, to: 




Cohen Financial, a Division of SunTrust Bank 


Loan
Administration Service Center 


4601
College Blvd., Suite 300 


Leawood,
KS 66211 


Attention: 
Head of Investor Services 


Facsimile:
(312) 346-6669


 


If
to the Operating Advisor, to:


 


Park
Bridge Lender Services LLC 


600
Third Avenue, 40th Floor

New York, New York 10016

Attention: DAFC 2017-AMO – Surveillance Manager

(with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)


 


If
to the Retaining Sponsor, to:


 


Bank
of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044

Email: leland.f.bunch@baml.com


 


with
a copy to:


 


W.
Todd Stillerman, Esq.

Assistant General Counsel

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127

Email: william.stillerman@bankofamerica.com


 






    	-223- 



     


    

 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry LaBrun, Esq.

Telephone: (704) 348-5149

Facsimile: (704) 348-5200

Email: henry.labrun@cwt.com


 


If
to the Initial Purchasers, to:



Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

NY1-100-11-07

New York, New York 10036

Attention: Director of CMBS Securitizations

Telephone: (646) 855-1767

Facsimile: (646) 855-5046


 


With
a copy to:


 


Todd
Stillerman, Assistant General Counsel

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 20th Floor

NC1-027-20-05

Charlotte, North Carolina 28255


 


and




 


c/o
Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


Facsimile:
(212) 214-8970


 


with
a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288


 


Facsimile:
(704) 715-2378


 


and


  


Barclays
Capital Inc.

745 Seventh Avenue


 






    	-224- 



     


    

 




New York, New York 10019

Facsimile: (646) 758-1700

Attention: Daniel Vinson


 


with
a copy to:


 


Barclays
Capital Inc.

745 Seventh Avenue

New York, New York 10019

Facsimile: (646) 758-1700

Attention: Stephen P. Glynn


 


and



 


SG
Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


 


with
a copy to:



US-Glfi-Abp-Cmbs-Notices@sgcib.com


 


If
to the initial Directing Certificateholder, to:


 


Core
Credit Partners A LLC 


c/o
Square Mile Capital Management LLC 


350
Park Avenue 


New
York, New York 10022 


Attention:
General Counsel


 


If
to any Certificateholder, to:



the address set forth in the Certificate Register


 


If
to the Loan Parties: at the respective addresses therefor set forth in the


Mortgage Loan Agreement


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


11.5.        Notices
to the Rating Agency. Any notices or documents required to be delivered to the Rating Agency under this Agreement and
any other information regarding the Trust Fund as may be reasonably requested by the Rating Agency from any party hereto to the
extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to the Rating Agency
at the address set forth below; provided, however, that such other information is first provided to the 17g-5 Information
Provider in accordance with the procedures set forth in Section 8.15(b); provided, further, that responses,
information, reports


 






    	-225- 



     


    

 


and communications with respect to any Rating Agency Inquiry conducted or submitted on the Rating Agency
Q&A Forum and Servicer Document Request Tool shall not be required to be delivered to the 17g-5 Information Provider. The
17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing,
the failure to deliver such notices or copies shall not constitute a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agency required hereunder shall
be in writing.


 


Any
notices to the Rating Agency shall be sent to the following address:





S&P Global Ratings


55
Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage Surveillance Manager


Email: cmbs_info_17g5@standardandpoors.com 


 


11.6.        Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 


11.7.         Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or
to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein)
or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third
party by reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself
of any provisions of this Agreement or the Certificates to institute any suit, action or proceeding in equity or at law upon or
under or with respect to this Agreement or the Certificates, unless such Holder previously shall have given to the Trustee a written
notice of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof,
as herein before provided, and unless the Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates
shall also 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


 






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indemnity as it may require against the costs, expenses, and liabilities
to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being
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 whatever by virtue or by availing itself or themselves of any provisions of
this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of the Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder except as provided herein with respect to
entitlement to payments or to enforce any right under this Agreement or the Certificates, except in the manner herein provided
and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue
of its purchase of a certificate, each Certificateholder will be deemed to have acknowledged that it will make its own decisions
regarding its rights and protections relevant to the Trust and will not be relying on the Trustee or any other deal party.


 


11.8.        Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust Fund,
that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the
Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be deemed
fully paid.


 


11.9.        Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers
and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10.      No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the
parties hereto.


 


11.11.      Actions
of Certificateholders. (a)  Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the
Certificate Administrator and, where required, to the Depositor, the Trustee, the Servicer, the Special Servicer or the Operating
Advisor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Agreement and conclusive in favor of the Certificate


 






    	-227- 



     


    

 


Administrator, the Trustee, the Depositor, the Servicer, the Special
Servicer and the Operating Advisor if made in the manner provided in this Section.


 


(b)           The
fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)           Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer, the Special
Servicer or the Operating Advisor in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           The
Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably necessary.


 


11.12.      Successors
and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to Sections 6.2,
6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties hereto. This
Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party
to this Agreement, the Initial Purchasers and any Certificateholder shall have any rights with respect to the enforcement of any
of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement specifically agree that
(i) the Loan Seller shall be a third-party beneficiary of this Agreement with respect to any provisions relating to the Loan Seller,
(ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be a third-party beneficiary of this Agreement with
respect to the rights afforded it under this Agreement, (iii) each Other Depositor and Other Exchange Act Reporting Party shall
be third-party beneficiary of this Agreement with respect to its rights under Article 12, and (iv) none of the Borrower
Affiliates, the Manager or other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement (provided
that the Borrower shall be entitled to notices to the extent expressly provided herein).


 


11.13.      Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as Authenticating
Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant
to the terms of this Agreement.


 


11.14.      Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article
4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred
or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall
not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to
this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall
cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this
Agreement and any


 






    	-228- 



     


    

 


mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article
4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed,
or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


11.15.       Assumption
by Trust of Duties and Obligations of the Loan Sellers Under the Mortgage Loan Documents. The Trustee and the Certificate
Administrator on behalf of the Trust as assignee of the Trust Loan and the Servicer and Special Servicer hereby acknowledge that
the Trust assumes all of the rights and obligations of the Loan Sellers as lenders under the Mortgage Loan Documents and agrees
to be bound thereby, and in accordance with the terms thereof.


 


11.16.      Grant
of a Security Interest.


 


The
Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Trust Loan pursuant to
this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire
right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Trust Loan, all principal
and interest received or receivable with respect to the Trust Loan (other than payments of interest due and payable prior to the
Closing Date and principal payments received prior to the Closing Date), all amounts held from time to time in the Collection
Account (subject to the rights of the Companion Loan Holders with respect to any amounts that are required to be distributed to
the Companion Loans pursuant to the Co-Lender Agreement), the Distribution Account, and, if established, the Foreclosed Property
Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the
proceeds of any title, hazard or other insurance policies related to the Trust Loan and (ii) this Agreement shall constitute
a security agreement under applicable law. This Section 11.16 shall constitute notice to the Trustee pursuant to any of
the requirements of the applicable UCC.


 


11.17.      Cooperation
with the Loan Sellers with Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood
that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Loan Sellers and the Depositor
be able to obtain the benefit of the provisions of Section 13.4 and Section 13.5 of the Mortgage Loan Agreement. Therefore, the
Depositor and Trustee hereby agree to cooperate with the Loan Sellers and the Depositor with respect to the benefits of the provisions
of Section 13.4 and Section 13.5 of the Mortgage Loan Agreement with respect to securitization indemnification, including, without
limitation, reassignment to the Loan Sellers or the Depositor, as applicable, of such provisions, but no other portion of the
Mortgage Loan Documents, to permit the Loan Sellers, the Depositor and their affiliates to enforce such provisions for their respective
benefits.


 






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12.          REMIC
ADMINISTRATION


 


12.1.         REMIC
Administration. (a)  The parties intend that the Trust REMIC shall constitute, and that the affairs of the
Trust REMIC shall be conducted so as to qualify it as, a REMIC, and the provisions hereof shall be interpreted consistently with
this intention.


 


(b)           The
Certificate Administrator shall make or cause to be made an election on behalf of the Trust REMIC to treat the segregated pool
of assets constituting such REMIC as a REMIC under the Code. Such election shall be made on IRS Form 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are
issued.


 


(c)            The
Closing Date is hereby designated as the “Startup Day” of the Trust REMIC within the meaning of Section 860G(a)(9)
of the Code. The “latest possible maturity date” of the Regular Certificates for the purposes of Section 860G(a)(1)
of the Code is the date that is the Rated Final Distribution Date.


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall
timely sign) and file or cause to be filed with the IRS, on behalf of the Trust REMIC, an application for a taxpayer identification
number for the Trust REMIC on IRS Form SS-4 or obtain such number by other permissible means. Within thirty days of the Closing
Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be
required by the Code, the name, title and address of the Persons that Holders of the Certificates may contact for tax information
relating thereto (and the Certificate Administrator shall act as the representative of the Trust REMIC for this purpose), together
with such additional information as may be required by such Form, and shall update such information at the time or times and in
the manner required by the Code (and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information
reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator
shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled
to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the
Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)           The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement,
including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings
with respect to the Trust REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust Fund.


 


(f)            The
Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income


 






    	-230- 



     


    

 


or franchise or other tax and information returns for the Trust REMIC as the direct representative for the Trust
REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing such returns shall be borne by
the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator or its designee
such information with respect to the Trust REMIC as is in its possession, and is reasonably requested by the Certificate Administrator
to enable it to perform its obligations under this subsection, and the Certificate Administrator shall be entitled to rely on
such information in the performance of its obligations hereunder.


 


(g)           The
Certificate Administrator shall perform on behalf of the Trust REMIC all reporting and other tax compliance duties that are the
responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the IRS or any
state or local taxing authority. Among its other duties, the Certificate Administrator shall provide (i) to the IRS or other
Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified Organization or to an agent
that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide
on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate
Administrator or its designee such information with respect to the Trust REMIC as is in its possession and is reasonably requested
in writing by the Certificate Administrator to enable it to perform its obligations under this subsection.


 


(h)           The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person, pursuant
to Treasury Regulations Section 1.860F-4(d), and the “partnership representative”, within the meaning of Code
Section 6223 (to the extent such provision is applicable to the Trust REMIC), of the Trust REMIC. The duties of the Tax Matters
Person and “partnership representative” for the Trust REMIC are hereby delegated to the Certificate Administrator
as agent for the Tax Matters Person and “partnership representative”, and the Class R Certificateholders, by
acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates,
to such delegations to the Certificate Administrator as its agent and attorney in fact.


 


(i)             The
Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their
obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC.


 


(j)             The
Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any
action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective
duties under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i) cause the Trust REMIC to
fail to qualify as a REMIC or (ii) unless permitted under Section 12.2(a), result in the imposition of a tax
upon the Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2)
and the tax on prohibited contributions as defined in Code Section 860G(d)) (any such result in clause (i) or
(ii), an “Adverse REMIC Event”) unless (A) the Certificate Administrator and the Servicer have


 






    	-231- 



     


    

 


received
a Nondisqualification Opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit
of the Certificateholders) with respect to such action or (B) the Certificate Administrator and the Servicer have received
an opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders)
to the effect that such action will not cause an Adverse REMIC Event.


 


(k)            Any
and all federal, state and local taxes imposed on the Trust REMIC or its assets or transactions, including, without limitation,
“prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on contributions imposed by
Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer, upon two (2) days
prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of any such tax that
the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall have been imposed
on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection with the breach of any representation
or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)             The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on
a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein or in the Mortgage Loan Documents
(but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal income tax purposes, be allocated
first to interest due and payable on the Trust Loan (including interest on overdue interest) other than Default Interest. The
books and records must be sufficient concerning the nature and amount of the investments of the Trust REMIC to show that the Trust
REMIC has complied with the REMIC Provisions.


 


(m)           None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
the Trust REMIC will receive a fee or other compensation for services.


 


(n)           In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Regular
Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter, the
Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request
therefor, any such additional information or data that the Certificate Administrator may, from time to time, reasonably request
in order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby
directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer
in the preparation of all federal, state or local income, franchise or other tax and information returns and reports for the Trust
REMIC to Certificateholders as required herein. The Depositor hereby indemnifies the Certificate Administrator for any losses,
liabilities, damages, claims or expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate
Administrator


 






    	-232- 



     


    

 


pursuant to this Section 12.1 that result from any failure of the Depositor to provide or to cause to
be provided, accurate information or data to the Certificate Administrator (but not resulting from the methodology employed by
the Certificate Administrator) on a timely basis and such indemnifications shall survive the termination of this Agreement and
the termination of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


(o)           The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Code Section 6221 (or
successor provisions) to the Trust REMIC and (ii) to avoid payment by the Trust REMIC under Code Section 6225 (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. A Holder of any Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


12.2.        Foreclosed
Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property
as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is
currently owned and operated by the Loan Parties, through a Successor Manager, some portion or all of the income derived in the
Trust REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of
Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In
determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible
alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results
in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the
Trust Fund, after taking into account any such taxes that might be imposed on Trust REMIC, will exceed the likely recovery to
the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.
If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would
not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace the Manager
with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property
would be


 






    	-233- 



     


    

 


considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special
Servicer determines that it is in the best interests of Certificateholders on a net after-tax basis to operate the Foreclosed
Property in a manner such that the Trust REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure
property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income
and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from
Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection
Account pursuant to Section 3.4(c)(x).


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)             permit
the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)            permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)           authorize
or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other improvements was completed before default on the Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)          The
Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for
its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf
of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional
specified period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as
defined in Section 860F of the Code, nor cause the Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining
any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the Trustee, has received
(or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee hereunder, shall continue
to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended
Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special


 






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Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or
if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer,
acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer
shall, before the end of the above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property
to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. Subject to the foregoing,
the Special Servicer will generally be required to solicit offers for the Foreclosed Property so acquired in such a manner as
will be reasonably likely to realize a fair price for the Property.


 


(c)           Within
thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property
was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property,
(iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of
acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably
request.


 


12.3.        Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale or disposition
of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default
with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or insolvency
of the Trust REMIC or (ii) the termination of the Trust REMIC in a “qualified liquidation” as defined in Section 860F(a)(4)
of the Code), nor acquire any assets for the Trust REMIC (other than Foreclosed Property), nor sell or dispose of any investments
in the Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for
services, nor accept any contributions to the Trust REMIC (other than a cash contribution during the three-month period beginning
on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action)
to the effect that such disposition, acquisition, substitution or acceptance will not (a) affect adversely the status of
the Trust REMIC as a REMIC, or of the Certificates as representing regular interests therein, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to Trust
REMIC (except pursuant to the provisions of this Agreement), or (d) cause the Trust REMIC to be subject to a tax on “prohibited
transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


 


12.4.         Indemnification
with Respect to Certain Taxes and Loss of REMIC Status. 


 


(a)          If
the Trust REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result
of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct, bad
faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein, or
by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate
Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor,


 






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or the Holders of the Class R Certificates
nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer,
the Special Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to
limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


(b)           If the Trust REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local
taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to
the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its
duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust
Fund against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer,
as the case may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate
Administrator, the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from
misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on
which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or
restrict the rights and remedies of any successor Holders of the Class R Certificates at law or in equity.


 


13.          EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1.        Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this
Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the
related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9,
the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the
Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time
due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the
Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of Regulation AB. In connection with the Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through
Certificates, Series 2017-AMO, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully
with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable,
to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange
Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or


 






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any
Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.


 


13.2.        Succession;
Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection
with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer
is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any
Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which
may be appointed as a successor to the Servicer and Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer,
as applicable (depending on whether such succession involves it or one of its Sub-Servicers), shall provide (other than in the
case of a succession pursuant to an appointment under Section 7.1 or 7.2, in which case the successor Servicer
or successor special servicer, as applicable, shall provide) to any Other Depositor as to which the applicable Companion Loan
is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such
disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement (and as long
as such notice is not given by a successor Servicer or successor special servicer appointed under Section 7.1 or 7.2),
and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor
and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to each such Other Depositor, all information relating to such successor Servicer reasonably requested by any such Other Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(b)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer,
the Special Servicer, any Sub-Servicer, the Operating Advisor, the Trustee and the Certificate Administrator (each of the Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 13.2(b) and Section 13.2(c), a “Servicing Party”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide
to any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory
to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized
by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing
Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant
to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor
were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to obtain from such Sub-Servicer) and deliver to
the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under


 






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Section 13.8 and Section 13.9 of this Agreement, in each case, as and when required
to be delivered.


 


(c)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then
such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing
Agreement (other than such agreements set forth on Exhibit S hereto) shall be effective until five (5) Business Days
after such written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice
shall contain all information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting
Party as to which the applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form
8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(d)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this
Agreement) and shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form
and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each
Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related
Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the
Exchange Act).


 


13.3.        Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements
under the Exchange Act.


 






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13.4.        Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later
than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth
on Exhibit R to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other
Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent
a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available
to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party,
each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable,
and (ii) the parties listed on Exhibit R to this Agreement shall include with such Additional Form 10-D
Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit V,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit U
to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit R to this Agreement of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information.


 


13.5.        Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, no later than March 1, commencing in March 2018, (i) the parties listed on Exhibit S to this Agreement shall
be required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor
to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing
Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available
to such party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party,
each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described
on Exhibit S to this Agreement applicable to such party, and (ii) the parties listed on Exhibit S to this Agreement
shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the
case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 






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13.6.        Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts),
but in no event later than the close of business (New York City time) on the second Business Day after the occurrence of a Reportable
Event, (i) the parties set forth on Exhibit T to this Agreement shall be required to provide (and (i) with respect
to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing
Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to
provide) to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information
is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and
such providing parties, any Form 8-K Disclosure Information described on Exhibit T to this Agreement as applicable to such
party, if applicable, and (ii) the parties listed on Exhibit T to this Agreement shall include with such Form 8-K
Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form
attached hereto as Exhibit U. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information.


 


13.7.        Annual
Compliance Statements. On or before March 1 of each year, commencing in 2018, each of the Servicer, the Special
Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as
any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and
the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance with
respect to any period during which there was no Applicable Servicing Criteria applicable to it), at its own expense, shall furnish
(and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit V
with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable
efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such
Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying
Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.15(b)),
the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting


 






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Party), an Officer’s Certificate stating, as to the
signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof
and of such Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been
made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such Person has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, 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. For so long as
any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such
Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer,
respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has
entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion
Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s
Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7
shall be made available to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the
Certificate Administrator’s Website pursuant to Section 8.15(b).


 


13.8.        Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing in
2018, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage
Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Operating
Advisor, the Certificate Administrator and the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria applicable
to it), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with respect
to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Trustee and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate
Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5
Information Provider’s Website, as applicable, pursuant to Section 8.15(b)) (and, with respect to the Special
Servicer, also to the Operating Advisor), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion
Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a
report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to
the best of such Reporting Servicer’s


 






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knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance
with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable
Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of
noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and
(D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants
has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria
as of and for such period. Copies of all compliance reports delivered pursuant to this Section 13.8 shall be provided
to any Certificateholder, upon the written request therefor and submission of an Investor Certification in the form of Exhibit
K-1, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Applicable Servicing Criteria.


 


(b)           On
the Closing Date, the Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator each
acknowledge and agree that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)           No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the
Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each
Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice will
specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Certificate Administrator and the Operating Advisor submit their assessments
pursuant to Section 13.8(a) of this Agreement, such parties, as applicable, will also at such time include the assessment
(and related attestation pursuant to Section 13.9) of each Servicing Function Participant engaged by it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)           In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator or the Operating Advisor is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged
by it to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing
Function Participant that resigns or is terminated under any applicable servicing agreement,


 






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cause such Servicing Function Participant
to provide) an annual assessment of compliance pursuant to this Section 13.8, coupled with an attestation as required in
Section 13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the Operating Advisor was
subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.        Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2018, the Servicer,
the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Operating Advisor and the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing
Criteria applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing
Function Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship
with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to furnish) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the applicable Servicing
Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish
a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section
8.15(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b)), 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 Applicable Servicing Criteria and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight
Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria
was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of
compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report
required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. Copies of all statements delivered
pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting
such statement on the Certificate Administrator’s Website pursuant to Section 8.15(b).


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any
Servicing Function Participant, the Depositor and each Other Depositor may review the report


 






    	-243- 



     


    

 


and, if applicable, consult with
the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Operating Advisor or the Trustee as to the nature of any defaults by the
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may
be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate
Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub-servicing agreement.


 


13.10.      Significant
Obligor. With respect to any Property that secures a Companion Loan that the applicable Other Depositor has notified
the Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation
AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization Trust that includes
such Companion Loan, to the extent that the Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Borrower or Special
Servicer, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Servicer shall deliver to the Other Depositor, on or prior to the day
that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt
occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)
or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the Servicer in accordance with CREFC® guidelines and (B) if such financial statement
receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less
than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of the “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as reported by the Borrower in such financial statements.


 


If
the Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form
10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial
information is required to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other Depositor with
respect to such Other Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing
agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information.
The Servicer shall use efforts consistent with Accepted Servicing Practices (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrower under
the Mortgage Loan Documents.


 






    	-244- 



     


    

 


The
Servicer shall (and shall cause each applicable sub-servicing agreement entered into after receipt of written notice from the
Other Depositor that such Companion Loan is a significant obligor to require any related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed by the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts
to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as
specified in the related Other Pooling and Servicing Agreement.


 


13.11.      Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor and the Trustee shall provide
(and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to
provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust
relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached
to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4 and Exhibit Y-5, as applicable,
on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification
to the Certifying Person pursuant to this Section 13.11 with respect to the period of time it was subject to this Agreement
or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


13.12.       Indemnification.
For so long as the other Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall indemnify and hold harmless the Depositor,
each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article 13, (ii) negligence,
bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable
regarding such party and delivered by or on behalf of such party.


 


The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing
Function


 






    	-245- 



     


    

 


Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to indemnify and hold harmless the Depositor, each Other Depositor and any
employee, director or officer of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such
indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing agreement, (ii) negligence,
bad faith or willful misconduct its part in the performance of such obligations, (iii) any failure by a Servicing Party (as
defined in Section 13.2(b)) to identify a Servicing Function Participant pursuant to Section 13.2(b) or (iv) delivery
of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.


 


If
the indemnification provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to
hold harmless the Depositor, any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor,
then the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Additional Servicer
or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable
to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion
as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other
in connection with a breach of the Performing Party’s obligations pursuant to this Article 13 (or breach of its obligations
under the applicable sub-servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports) or the Performing party’s negligence, bad faith or willful misconduct in connection therewith.


 


The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations.
This Section 13.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator.


 


13.13.       Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 11.1 of this Agreement for purposes of complying
with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


13.14.      Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13; provided that such termination


 






    	-246- 



     


    

 


shall not be effective until
a successor Certificate Administrator shall have accepted the appointment.


 


13.15.      Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause
each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement
(without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB
or as otherwise contemplated by this Article 13 and (ii) promptly notify the Depositor and any Other Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article 13. The Depositor and any Other Depositor is hereby authorized
to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and
any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


13.16.      Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any other provision
of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth
in this Article 13, in connection with the requirements contained in this Article 13 that provide for the delivery
of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any
Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to
or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(which shall only be required to be delivered once and each party shall be entitled to rely on such notice), setting forth the
contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 13.7,
Section 13.8 and Section 13.9 of this Agreement, stating that such Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not
otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being
requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to such
effect. Any reasonable cost and expense of the Servicer, Special Servicer, Trustee and Certificate Administrator in cooperating
with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed
duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall
have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law
requires the delivery of the items identified in this Article 13 to such Other Depositor and Other Exchange Act Reporting
Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under
this Article 13 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines
for delivery set forth in this Article 13 with respect to such Other Securitization Trust or (ii) in the absence of
such confirmation, the


 






    	-247- 



     


    

 


parties shall not be required to deliver such items; provided that no such confirmation will be
required in connection with any delivery of the items contemplated by Section 13.7, Section 13.8 and Section
13.9 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party
for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to
the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder
shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor,
Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization
Trust.


 


(b)           Each
of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall, upon reasonable
prior written request given in accordance with the terms of Section 13.16(a) above, and subject to a right of the Servicer,
Special Servicer, the Operating Advisor, the Certificate Administrator or Trustee, as the case may be, to review and approve such
disclosure materials, permit the Companion Loan Holders to use such party’s description contained in the Offering Circular
(updated as appropriate by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee,
as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating to any securitization
of a Companion Loan.


 


(c)           The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 13.16(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect
to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 13.16(b) with respect to such party, substantially
identical to those, if any, delivered by the Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer,
the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, or their respective legal counsel,
as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of
a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	-248- 



     


    

 


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.





	 	 	 
	 	BANC
OF AMERICA MERRILL LYNCH LARGE LOAN, INC.
	 	 	 
		By:	/s/ Theresa Dooley-Bollmann
	 	 	Name: Theresa Dooley-Bollmann
	 	 	Title:   Vice President


 





	 	 	 
	 	KEYBANK
NATIONAL ASSOCIATION (Servicer)
	 	 	 
		By:	/s/ Michael A. Tilden
	 	 	Name:  Michael A. Tilden
	 	 	Title:   Vice President





	 	 	 
	 	COHEN
FINANCIAL, A DIVISION OF SUNTRUST BANK (Special Servicer)
	 	 	 
		By:	/s/ Timothy A. Mazzetti
	 	 	Name:  Timothy A. Mazzetti
	 	 	Title:   Senior Vice President





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
		By:	/s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:   Vice President





 


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	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Trustee
	 	 	 
		By:	/s/ Dorri Costello
	 	 	Name:  Dorri Costello
	 	 	Title:   Vice President








 





	 	PARK BRIDGE LENDER SERVICES LLC, (Operating Advisor)
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, 

a New York limited liability company, its sole member
	 	 	 	 
		 	By:	Park Bridge Advisors LLC, 

a New York limited liability company, its sole member


 





		By:	/s/ Robert J. Spinna Jr.
	 	 	Name:  Robert J. Spinna Jr.
	 	 	Title:   Managing Member


 


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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On
this 14 day of June, 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Theresa Dooley-bollmann, to me known who, by me duly sworn, did depose and
acknowledge before me and say that he resides at ONE BRYANT PARK, NY, NY 10036; that he is the Vice President of BANC OF
AMERICA MERRILL LYNCH LARGE LOAN, INC., a Delaware corporation, the entity described in and that executed the foregoing
instrument as Vice President of such corporation; and that s/he signed her/his name thereto under authority of said entity
and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	 	 	/s/ NICHOLAS PALMA
	 	 	 	NOTARY PUBLIC in and for the State of  NY
	 	 	 	 
	[SEAL]

                     

                     

                    My Commission expires:
	 	NICHOLAS
                                   PALMA

                                               Notary
                                         Public - State of New York

                                               No.
                                         01PA6188841

                                               Qualified
                                         In Nassau County

                                               

                                               My
                                         Commission Expires June 16, 2020

	 	 	 
	 	 	 


  


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	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 


On
this 14 day of June 2017, before me, the undersigned, a Notary Public in and for the State of KANSAS,
duly commissioned and sworn, personally appeared Michael Tilden, to me known who, by me duly sworn, did depose and
acknowledge before me and say that s/he has offices at Overland Park, KS; and that s/he is the Vice President of KEYBANK National
Association, a national banking association, the entity described in and that executed the foregoing
instrument; and that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


  


	 	 	 	/s/ JANE BURTON
	 	 	 	NOTARY PUBLIC in and for the State of  KANSAS
	 	 	 	 
	[SEAL]

                     

                     

                    My Commission expires:
	 	JANE BURTON

                                               Notary
                                         Public

                                               State
                                         of KANSAS

                                               

                                               

                                               MY
                                         APPT. EXP. MAR 8, 2020

	 	 	 
	 	 	 


 


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	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 


On
this 20th day of June 2017, before me, the undersigned, a Notary Public in and for the State of KANSAS,
duly commissioned and sworn, personally appeared Timothy Mazzetti, to me known who, by me duly sworn, did depose
and acknowledge before me and say that s/he has offices at 4601 College Blvd, Leawood KS 66211 Ste 300; and that s/he is
the Senior Vice President of Cohen Financial, a Division of SunTrust Bank, a
division of state bank in the state of Georgia, the entity described in and that executed the
foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors of said entity and
on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	 	 	/s/ Kristina Chasco
	Notary
                                         Public - State of KANSAS

                                               Kristina
                                         Chasco

                                               MY APPT.
                                         Expires 5.14.19
	 	NOTARY PUBLIC in and for the State of  KANSAS
	 	 	 	 
	[SEAL]

                     

                     

                    My Commission expires:
	 	

                                               

                                               

                                               

	5/14/2019	 	 
	 	 	 





 


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	State of: Maryland 	)	 
	 	)	ss:
	County of: Howard	)	 


  


On
this 15th day of June 15, 2017, before me,  a notary public in and for said State, personally appeared Anna M.
Lopez, known to me to be an Vice President of Wells Forgo Bank, N.A., one of the corporation that executed the
within instrument, and also know to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my offical seal the day and year in this certificate first above written.


 





	 	/s/ Amy Martin
	 	NOTARY PUBLIC
	 	 
	 	

                                               AMY MARTIN

                                               Notary
                                         Public -
                                         Maryland

                                               Anne Arundel County

                                               My Commission Expires
on

                                               February 22, 2021



  


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	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE 	)	 





 


On
this 14th day of June, 2017, before me, the undersigned, a Notary Public in and for the State of Delaware, duly
commissioned and sworn, personally appeared Dorri Costello, to me known who, by me duly sworn, did depose and acknowledge
before me and say that s/he resides at 1100 North Market Street, Wilmington, DE; and that she is the Vice President of Wilmington
Trust, National Association, a national banking association, the entity described in and that executed the foregoing
instrument; and that she signed her name thereto under authority of the board of directors of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	 	 	/s/ ALEXANDER GERACE
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                     

                    My Commission expires:
	 	

                                               ALEXANDER
GERACE

                                               NOTARY PUBLIC

                                               

                                               STATE OF DELAWARE

MY COMMISSION EXPIRES JANUARY
                                         30, 2019

		 	 
	 	 	 


 


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	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 


On
this 14th day of June 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member
of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.



  


WITNESS
my hand and seal hereto affixed the day and year first above written.


  


	 	 	 	/s/ Cathy Pampinella
	 	 	 	NOTARY PUBLIC in and for the State of New York
	 	 	 	 
	[SEAL]	 	 
	 	 	 
	

                    My Commission expires:
	 	

                                               

		 	 
	CATHY PAMPINELLA 

Notary Public, State of New York 

Registration  #01 PA6303022
    

Qualified In Suffolk County 

Commission Expires May 12, 2018






	 	 





 


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EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


 


3
       Global Certificate legend.



 



    Exhibit A-1-1


     


    

 


CUSTODIAN,
THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS


 






    Exhibit A-1-2


     


    

 


DEFINED
IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION,
HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-1-3


     


    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS A


 


	Pass-Through Rate:  WAC
    Rate4	 
	 	 
	First Distribution Date:  July
    10, 2017	 
	 	 
	Aggregate Initial Certificate Balance
    of the Class A Certificates:  $48,500,000	Rated Final Distribution Date:

    June 2035
	 	 
	CUSIP: U24424
        AA8

        ISIN: USU24424AA82

        Common Code:
        [__]5

         
	Initial Certificate Balance of
    this

    Certificate:  $[__]
	CUSIP: 24500E
        AA2

        ISIN: US24500EAA29

        Common Code:
        [__]6

         

        CUSIP: 24500E
        AB0

        ISIN: US24500EAB027

        


         

        No.: A- [1]
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of 20 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class
C, Class D, Class HRR and Class R Certificates (collectively with the Class A Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 





 



 


4
      The initial approximate Pass-Through Rate as of the Closing Date is 3.63618%


 


5
       For Regulation S Global Certificate only.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For IAI Certificates.



 



    Exhibit A-1-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in July 2017 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-1-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-1-6


     


    

 


this
Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-1-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
June 20, 2017


	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Certificate
                    Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Authenticating
                    Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    Exhibit A-1-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-1-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 




    Exhibit A-1-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please
    print or type name(s)]





	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-1-11


     


    

 





EXHIBIT
A-2


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 








 



 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


 


3
       Global Certificate legend.



 



    Exhibit A-2-1


     


    

 


CUSTODIAN,
THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS
THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS
CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






    Exhibit A-2-2


     


    

 


TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR
LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-2-3


     


    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS B


 


	Pass-Through Rate:  WAC
    Rate4	 
	 	 
	First Distribution Date:  July
    10, 2017	 
	 	 
	Aggregate Initial Certificate Balance
    of the Class B Certificates:  $10,800,000	Rated Final Distribution Date:

    June 2035
	 	 
	CUSIP: U24424
        AD2

        ISIN: USU24424AD22

         

        Common Code:
        [__]5

         
	Initial Certificate Balance of
    this

    Certificate:  $[__]
	 	 
	CUSIP: 24500E
        AG9

        ISIN: US24500EAG98

         

        Common Code:
        [__]6

         

        CUSIP: 24500E
        AH7

        ISIN: US24500EAH717

         

        No.: B-[1]
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 20 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class C,
Class D, Class HRR and Class R Certificates (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


 



 


4
      The initial approximate Pass-Through Rate as of the Closing Date is 3.63618%


 


5
       For Regulation S Global Certificate only


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For IAI Certificates.



 






    Exhibit A-2-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in July 2017 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-2-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-2-6


     


    

 


this
Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-2-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Certificate
                    Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Authenticating
                    Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer





 




    Exhibit A-2-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-2-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 


	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 




    Exhibit A-2-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 








	 	By:	 
	 	 	[Please
    print or type name(s)]





	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 




    Exhibit A-2-11


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


 


3
       Global Certificate legend.



 






    Exhibit A-3-1


     


    

 


CUSTODIAN,
THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






    Exhibit A-3-2


     


    

 


TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR
LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-3-3


     


    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS C


 


	Pass-Through Rate:  WAC Rate4	 
	 	 
	First Distribution Date:  July 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $62,600,000	Rated Final Distribution Date:

    June 2035
	 	 
	CUSIP: U24424
        AE0

        ISIN: USU24424AE05

        Common Code:
        [__]5
	Initial Certificate Balance of this

    Certificate:  $[__]
	 	 
	CUSIP: 24500E
        AJ3

        ISIN: US24500EAJ38

        Common Code:
        [__]6

         

        CUSIP: 24500E
        AK0

        ISIN: US24500EAK017

         

        No.: C-[1]

         
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 20 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B,
Class D, Class HRR and Class R Certificates (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.63618%


 


		5	For
Regulation S Global Certificate only.



 


		6	For
Certificate sold in reliance on Rule 144A only.



 


		7	For
IAI Certificates.




 






    Exhibit A-3-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in July 2017 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-3-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-3-6


     


    

 


this
Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-3-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Certificate
                    Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Authenticating
                    Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    Exhibit A-3-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-3-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 








	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 




    Exhibit A-3-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 








	 	By:	 
	 	 	[Please
    print or type name(s)]





	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 




    Exhibit A-3-11


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS D CERTIFICATES


 


CLASS
D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


 


3
       Global Certificate legend.


 






    Exhibit A-4-1


     


    

 


CUSTODIAN,
THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS
THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






    Exhibit A-4-2


     


    

 


TO
A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR
LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-4-3


     


    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS D


 


	Pass-Through Rate:  WAC Rate4	 
	 	 
	First Distribution Date:  July 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $43,100,000	Rated Final Distribution Date:

    June 2035
	 	 
	CUSIP: U24424
        AF7

        ISIN: USU24424AF79

        Common Code:
        [__]5

         
	Initial Certificate Balance of this

    Certificate:  $[__]
	CUSIP: 24500E
        AL8

        ISIN: US24500EAL83

        Common Code:
        [__]6

         

        CUSIP: 24500E
        AM6

        ISIN: US24500EAM667

         

        No.: D-[1]

         
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of 20 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B,
Class C, Class HRR and Class R Certificates (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.63618%


 


5
       For Regulation S Global Certificate only.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For IAI Certificates.



 







    Exhibit A-4-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in July 2017 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-4-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-4-6


     


    

 


this
Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-4-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Certificate
                    Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    not in its individual capacity but solely as Authenticating
                    Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    Exhibit A-4-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate

    Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate

    Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type
    of
 Certificate
 Exchanged
 for	 	 	 	Remaining

    Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-4-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 




    Exhibit A-4-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.








	 	By:	 
	 	 	[Please
    print or type name(s)]





	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-4-11


     


    

 


EXHIBIT
A-5


 


FORM
OF CLASS HRR CERTIFICATES


 


CLASS
HRR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES. 
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. 
THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH
SECTION 5.3(m) OF THE TRUST AND SERVICING AGREEMENT.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RESTRICTION PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE


 





 



 

1
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


 


2
       Book-Entry Certificate legend.

 






    Exhibit A-5-1


     

    

 


CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE
INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE ENTITY OWNERS OF WHICH ARE SUCH INSTITUTIONS
THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS
CLASS HRR CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B, CLASS C, AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






    Exhibit A-5-2


     

    

 


TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR
LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-5-3


     

    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS HRR 


	Pass-Through
    Rate:  WAC Rate3	 
	First
    Distribution Date:  July 10, 2017	 
	Aggregate
    Initial Certificate Balance of the Class HRR Certificates:  $20,000,000	Rated
    Final Distribution Date:

    June 2035
	CUSIP: U24424
        AG5

        ISIN: USU24424AG52

        

        Common
Code: [__]4 
	Initial
    Certificate Balance of this

    Certificate:  $[__]
	CUSIP: 24500E
        AN4

        ISIN: US24500EAN40

        

        Common Code:
        [__]5

         

        CUSIP: 24500E
        AP9

        ISIN: US24500EAP976

         

        No.:
HRR-[1] 
	 


 


This
certifies that Core Credit Partners A LLC is the registered owner of the Percentage Interest evidenced by this Certificate in
the distributions to be made from the Trust Fund with respect to the Class HRR Certificates. The Trust Fund consists primarily
of 20 promissory notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class B, Class C, Class D and Class R Certificates (collectively with the Class HRR Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 





 



 


3
                                                The initial approximate Pass-Through Rate as of the Closing Date is 3.63618%


 


4
       For Regulation S Global Certificate only.


 


5
       For Certificate sold in reliance on Rule 144A only.


 


6
       For IAI Certificates.



 






    Exhibit A-5-4


     

    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in July 2017 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Default Premiums and any other amounts, if any, allocable to the Class
HRR Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-5-5


     

    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-5-6


     

    

 


this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-5-7


     

    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: June 20, 2017


	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class
HRR Certificates referred to in the Trust and Servicing Agreement.


 


Dated: June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    Exhibit A-5-8


     

    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-5-9


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


 





	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 




    Exhibit A-5-10


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: _____________________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _______________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]


 


	 	Title:	 
	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-5-11


     

    



 


EXHIBIT
A-6


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE
INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS,


 






    Exhibit A-6-1


     

    

 


TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF
THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TRUST AND
SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE
EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS A “NON-ECONOMIC RESIDUAL INTEREST”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN
ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM
PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    Exhibit A-6-2


     

    

 


DEL
AMO FASHION CENTER TRUST 2017-AMO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-AMO, CLASS R


 


	Pass-Through
    Rate:  N/A	 
	First
    Distribution Date:  N/A	 
	Percentage
        Interest of the Class R 

Certificates: 100%

         

        CUSIP:
U24424 AH3

ISIN: USU24424AH36

Common Code: [●]1
	Rated
    Final Distribution Date: N/A
	CUSIP: 24500E
        AQ7

        ISIN: US24500EAQ702

         

        CUSIP:
24500E AR5

ISIN: US24500EAR533
	 
	

    No.:  R-[1]	 


 


This
certifies that Hare & Co., LLC is the registered owner of the percentage interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of 20 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B, Class C, Class D and Class HRR Certificates (collectively with the Class R Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of June 20, 2017
(the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National


 





 



 


1
                                                For Regulation S Global Certificate only.


 


2
       For Certificate sold in reliance on Rule 144A only.


 


3
       For IAI Certificates.



 






    Exhibit A-6-3


     

    

 


Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender
Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the


 






    Exhibit A-6-4


     

    

 


Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause the Trust REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor, the Trustee and the Operating Advisor created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Trust REMIC, to maintain books and records of the trust fund for such period of time as it maintains
its own books and records, and the indemnification rights and obligations of the parties thereto) shall terminate upon the last
action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust
and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage
Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Co-Lender Agreement or the Trust and Servicing
Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage


 






    Exhibit A-6-5


     

    

 


Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 


The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person, pursuant to
Treasury Regulations Section 1.860F-4(d) and the “partnership representative” within the meaning of Section 6223 of
the Code (to the extent such provision is applicable to the Trust REMIC) for the Trust REMIC. The duties of the Tax Matters Person
and the “partnership representative” for the Trust REMIC are delegated to the Certificate Administrator pursuant to
the Trust and Servicing Agreement, as agent for the Tax Matters Person and the “partnership representative”, and the
Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders
of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney in fact.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)       Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as
possible.


 


(ii)       No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit J-1 to the Trust and Servicing Agreement (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating
that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future,
(2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in
excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with
holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect
to the Residual Ownership


 






    Exhibit A-6-6


     

    

 


Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of
an applicable income tax treaty, of such proposed transferee or any other U.S. Person, (5) the proposed transferee will not
transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee
or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to
be bound by and to abide by the provisions of Section 5.3(n) of the Trust and Servicing Agreement and (y) other than
in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit J-2 to the Trust and Servicing Agreement (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 


(iv)       The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs


 




    Exhibit A-6-7


     

    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: June 20, 2017


	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class
R Certificates referred to in the Trust and Servicing Agreement.


 


Dated: June 20, 2017





	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 




    Exhibit A-6-8


     

    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this Rule 144A Global Certificate have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit A-6-9


     

    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


 





	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 




    Exhibit A-6-10


     

    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: _____________________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _______________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]


 


	 	Title:	 
	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-6-11


     

    



 







EXHIBIT
B


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 

        

	 	[Servicer]
    [Special Servicer] Loan No.:	 

        

	Custodian
	 	Name:	Wells
    Fargo Bank, National Association
	 	Address:	1055
    10th Avenue SE

    Minneapolis, Minnesota 55414

    Attention:  CMBS – DAFC 2017-AMO
	 	Custodian/Certificate
    Administrator  Mortgage File No.:	 

         

	Depositor
	 	Name:	Banc
    of America Merrill Lynch Large Loan, Inc.
	 	Address:	One
                                         Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III

        

	 	Certificates:	Del
    Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO


 


The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the
“Custodian”), for the Holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates,
Series 2017-AMO, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Trust and Servicing Agreement dated as of June 20, 2017,
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor (the “Trust and Servicing
Agreement”).


 






    Exhibit B-1


     

    

 


		( )	Note
dated June [__], 2017, in the original principal sum of $______, made by _______, payable to, or endorsed to the order of, the
Trustee.



 


		( )	Note
dated June [__], 2017, in the original principal sum of $______, made by _______, payable to, or endorsed to the order of, the
Trustee.



 


		( )	Note
dated June [__], 2017, in the original principal sum of $______, made by _______, payable to, or endorsed to the order of, the
Trustee.



 


		( )	Note
dated June [__], 2017, in the original principal sum of $______, made by _______, payable to, or endorsed to the order of, the
Trustee.



 


		( )	Mortgage(s)
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _________, State of
___________ in book/reel/docket ___________ of official records at page/image ________.



 


		( )	Deed
of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.



 


		( )	Deed
to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.



 


		( )	Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgages.



 


(
)          ___________________________


 


(
)          ___________________________


 


(
)          ___________________________


 


(
)          ___________________________


 


The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Trust and Servicing Agreement.


 


(2)       The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in
the Trust and Servicing Agreement.


 






    Exhibit B-2


     

    

 


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists,
unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.





	 	 
	 	[Servicer][Special
Servicer]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





	 	Acknowledged
    and agreed:
	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





Date:
_________


 




    Exhibit B-3


     

    

 


EXHIBIT
C


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





      as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 





*
      Select appropriate depository.


 






    Exhibit C-1


     

    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer, the Operating Advisor and the Initial Purchasers.





	 	 
	 	[Insert
Name of Transferor]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Large Loan, Inc.


 





 



 





**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit C-2


     

    

 


EXHIBIT
D


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





    as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, with respect to
transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit D-1


     

    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer, the Operating Advisor and the Initial Purchasers.





	 	 
	 	[Insert
Name of Transferor]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Banc of America Merrill Lynch Large Loan, Inc.


 





 



 


*      
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  




    Exhibit D-2


     

    

 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





     as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate
of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 





 



 





*
    Select appropriate depository.


 






    Exhibit E-1


     

    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer, the Operating Advisor and the Initial Purchasers.





	 	 
	 	[Insert
Name of Transferor]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Large Loan, Inc.


 




    Exhibit E-2


     

    

 


EXHIBIT
F


 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





    as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary
Regulation S Global Certificate of the Class specified above issued under the Trust and Servicing Agreement certifies that
it is not a U.S. Person as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 





 



 


*
    Select, as applicable. 


  






    Exhibit F-1


     

    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Initial Purchasers.





	 	 	 
	 	Dated:	  	 



 


	 	By:	
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.


 




    Exhibit F-2


     

    

 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





  as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code No. [______]) through
the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*
     Select appropriate depository. 


  






    Exhibit G-1


     

    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Initial Purchasers.





	 	 
	 	[Insert
Name of Transferor]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





Dated:
________


 


cc:
Banc of America Merrill Lynch Large Loan, Inc.


 





 



 


**
  Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



  




    Exhibit G-2


     

    

 


EXHIBIT
H


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association





  as
Certificate Registrar





MAC
N9300-070





600
South Fourth Street, 7th Floor





Minneapolis,
Minnesota 55479





Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__] 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, with respect to
transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit H-1


     

    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Initial Purchasers.





	 	 
	 	[Insert
Name of Transferor]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Large Loan, Inc.


 





 



 


*  
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



  




    Exhibit H-2


     

    

 



EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association 

as Certificate Registrar 


MAC
N9300-070 


600
South Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-AMO,

                                         Class [__]
                                         	 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 



     Exhibit I-1


     

    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: Banc of America Merrill Lynch Large Loan,
    Inc.	 	 



 






     Exhibit I-2


     

    

 





EXHIBIT
J-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


MAC
N9300-070 


600
South Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
                                         by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National
                                         Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.
	 	 	 



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in the real estate mortgage investment
conduit (the “Trust REMIC”), relating to the Certificates for which an election is to be made under Section
860E of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (a) the United States, a State, or any agency or instrumentality of any of


 



     Exhibit J-1-1


     

    

 


the
foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International
Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter
1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as
defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code
or (e) any other person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any
transfer of a Class R Certificate to such person may cause the Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms “United States,” “State” and “International Organization”
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a “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 United States persons).


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          The
Purchaser is a Permitted Transferee.


 


9.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the REMIC generates losses.


 






     Exhibit J-1-2


     

    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


10.        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.


 


11.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


12.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






     Exhibit J-1-3


     

    

 


13.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


14.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


15.        The
Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions is
set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


16.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of the Trust REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 






     Exhibit J-1-4


     

    

 





	 	 
	 	NOTARY PUBLIC in and for the

    State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	 	 	 



 






     Exhibit J-1-5


     

    

 





EXHIBIT
J-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association 

as Certificate Registrar 


MAC
N9300-070 


600
South Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – DAFC 2017-AMO


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO

                                         (the “Certificates”)
	 	 	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of June 20, 2017 (the “Trust and Servicing Agreement”), by and among Banc of America Merrill
Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you,
as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein
is false.


 


(3)        The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 



     Exhibit J-2-1


     

    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit J-2-2


     

    

 





EXHIBIT
J-3


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association, 

as Certificate Registrar 


MAC
N9300-070 


600
South Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – DAFC 2017-AMO


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


9062
Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – DAFC 2017-AMO


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Del Amo Fashion Center
Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO, Class [__] Certificates (the “Certificate”)
issued pursuant to that certain trust and servicing agreement dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement. 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the
Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any
federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such plan or using the assets of a
Plan to purchase such Certificate. 


 






     Exhibit J-3-1


     

    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






     Exhibit J-3-2


     

    

 





EXHIBIT
J-4


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar


600
South 4th Street, 7th Floor 


MAC:
N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

DAFC 2017-AMO


 


Core
Credit Partners A LLC 


c/o
Square Mile Capital Management LLC 


350
Park Avenue 


New
York, New York 10022 


Attention:
General Counsel


 


Banc
of America Merrill Lynch Large Loan, Inc. 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement (the “Trust and Servicing Agreement”), dated as of June
                                         20, 2017, by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
                                         KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
                                         as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC,
                                         as Operating Advisor



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in Regulation RR or as Depositor that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which
                                         are Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         Risk Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in



 






     Exhibit J-4-1


     

    

 





			substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.


 


		3.	In
                                         the case of any transfer of a Certificate evidencing a Risk Retention Certificate to
                                         (i) an ERISA Plan relying on PTE 93-31, Final Authorization Number 2004-03E or PTE 96-22,
                                         or (ii) an insurance company general account relying on Prohibited Transaction Class
                                         Exemption 95-60 to cover its acquisition of such Certificate, (a) all of the conditions
                                         of PTE 93-31, Final Authorization Number 2004-03E or PTE 96-22 or of Parts I and III
                                         of Prohibited Transaction Class Exemption 95-60, as applicable, will be satisfied with
                                         respect to the acquisition of such Certificate and (b) the acquisition of such Certificate
                                         will be effected through MLPFS, BCI, SGAS or WFS or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐         The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR or the Depositor that the transfer will occur during the Risk Retention Period and that the transfer
will comply with all applicable requirements of Regulation RR.


 


☐        
The Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in Regulation RR or as Depositor, that the transfer will occur after the termination of
the after the Risk Retention Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 





	 	By:	 
	 	 	Name:
	 	 	Title:




 






     Exhibit J-4-2


     

    

 









EXHIBIT
J-5


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar


600
South 4th Street, 7th Floor 


MAC:
N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

DAFC 2017-AMO


 


Core
Credit Partners A LLC 


c/o
Square Mile Capital Management LLC 


350
Park Avenue 


New
York, New York 10022 


Attention:
General Counsel


 


Banc
of America Merrill Lynch Large Loan, Inc. 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO

                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates, which are Risk Retention Certificates. The Certificates were issued
pursuant to the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.1, 5.2 and 5.3 of the Trust and Servicing Agreement.



 






     Exhibit J-5-1


     

    

 


		2.	The
                                         Transferor has provided notice to the Depositor of the transfer no later than ten (10)
                                         days prior to the occurrence of the transfer.



 


		3.	In
                                         the case of any transfer of a Certificate evidencing a Risk Retention Certificate to
                                         (i) an ERISA Plan relying on PTE 93-31, Final Authorization Number 2004-03E or PTE 96-22,
                                         or (ii) an insurance company general account relying on Prohibited Transaction Class
                                         Exemption 95-60 to cover its acquisition of such Certificate, (a) all of the conditions
                                         of PTE 93-31, Final Authorization Number 2004-03E or PTE 96-22 or of Parts I and III
                                         of Prohibited Transaction Class Exemption 95-60, as applicable, will be satisfied with
                                         respect to the acquisition of such Certificate and (b) the acquisition of such Certificate
                                         will be effected through MLPFS, BCI, SGAS or WFS or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐         The
Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR or the Depositor that the transfer will occur during the Transfer Restriction Period and that the transfer
will comply with all applicable requirements of Regulation RR.


 


☐         The
Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur after
the termination of the Transfer Restriction Period.


 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Trust and Servicing Agreement as Exhibit J-4. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 






     Exhibit J-5-2


     

    

 


EXHIBIT
J-6


 


FORM
OF REQUEST OF SPONSOR CONSENT FOR RELEASE OF THE HRR CERTIFICATES


 


[Date]





 


[TO
BE SENT CONTEMPORANEOUSLY BY ELECTRONIC MAIL BY THE THIRD PARTY PURCHASER TO THE RETAINING SPONSOR AND THE CERTIFICATE ADMINISTRATOR]


 


Bank
of America, National Association 


One
Bryant Park 


New
York, New York 10036 


Attention:
Leland F. Bunch, III 


Email:
leland.f.bunch@baml.com


 


Bank
of America Corporation 


214
North Tryon Street, 20th Floor 


Charlotte,
North Carolina 28255 


Attention:
W. Todd Stillerman, Esq. 


Email:
william.stillerman@bankofamerica.com


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody – DAFC 2017-AMO 


Email:
RiskRetentionCustody@wellsfargo.com


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series 2017-AMO

                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is being delivered in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class HRR Certificates from the Third Party Purchaser Safekeeping Account.


 


The
Certificates were issued pursuant to the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust and Servicing
Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. All
capitalized terms used


 



     Exhibit J-6-1


     

    

 


but
not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.


 


The
Third Party Purchaser hereby requests the Retaining Sponsor’s written consent to the Release.


 


IMPORTANT
NOTICE: IF YOU, THE RETAINING SPONSOR, FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION
SET FORTH BELOW WITHIN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED
BY YOU, THE RETAINING SPONSOR, UNDER THE TRUST AND SERVICING AGREEMENT.


 


The
contact information of the Certificate Administrator is:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – DAFC 2017-AMO

Email: RiskRetentionCustody@wellsfargo.com


 





	 	Sincerely,
	 	 
	 	[THIRD PARTY PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	CONSENT TO RELEASE:	 	 
	 	 	 
	RETAINING SPONSOR	 	 
	 	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	Email:	 	 	 








 






     Exhibit J-6-2


     

    

 


EXHIBIT
K-1


 


FORM
OF INVESTOR CERTIFICATION


 


For


 


NON-BORROWER
AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attn: Corporate Trust Services – CMBS – DAFC 2017-AMO


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 


		Attention:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of June 20, 2017 (the “Agreement”), by and among Banc of America Merrill
Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (the “Certificate Administrator”),
Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates, a Trust Loan Seller
that repurchases its interest in the Trust Loan, the Directing Certificateholder or a holder of any Companion Loan (or any Companion
Loan Security).


 


2.          The
undersigned is not a Borrower Affiliate, a Manager, or an agent or an Affiliate of any of the foregoing.


 


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.


 






     Exhibit K-1-1


     

    

 


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.


 


4.          The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Operating Advisor and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial Owner][Prospective
    Purchaser][Companion Loan Holder][Directing Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 


 






     Exhibit K-1-2


     

    

 





EXHIBIT
K-2



FORM OF INVESTOR CERTIFICATION


 


For


 


BORROWER
AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – DAFC 2017-AMO


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 


		Attention:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of June 20, 2017 (the “Agreement”), by and among Banc of America Merrill
Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (the “Certificate Administrator”),
Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates, a Trust Loan Seller
that repurchases its interest in the Trust Loan, the Directing Certificateholder or a holder of any Companion Loan (or any Companion
Loan Security).


 


2.          The
undersigned is a Borrower Affiliate, a Manager, or an agent or Affiliate of the foregoing.


 


3.          The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and 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


 



     Exhibit K-2-1


     

    

 


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.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Operating Advisor and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	 
	 	 
	 	[Borrower Affiliate][Restricted
    Holder][Manager][Affiliate][Agent of Borrower Affiliate][Directing Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 








 






     Exhibit K-2-2


     

    

 


EXHIBIT
L


 


APPLICABLE
SERVICING CRITERIA


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include
any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	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.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer 

        Special
        Servicer 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer 

        Special
        Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer 

        Trustee
        (as applicable)1 

	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.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 




 





 



 

1
    Only to the extent that the Trustee was required to make an Advance pursuant to the Trust and Servicing
Agreement during the applicable calendar year.

 



     Exhibit L-1


     

    

 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 



	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer

                                         Special Servicer 

        Certificate
        Administrator 

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Certificate
    Administrator
	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.	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.	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.	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.	Servicer

    Special Servicer



 






     Exhibit L-2


     

    

 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 



	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

         

        Operating
        Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	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.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Servicer and Special Servicer are the same entity, the Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






     Exhibit L-3


     

    

 





EXHIBIT
M



NRSRO CERTIFICATION


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – DAFC 2017-AMO


 


		Attention:	Del
                                         Amo Fashion Center 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


In
accordance with the requirements for obtaining certain information pursuant to, the Trust and Servicing Agreement, dated as of
June 20, 2017 (the “Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor,
KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator (the “Certificate Administrator”), Wilmington Trust, National
Association, as Trustee and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


(a)
The undersigned is a Rating Agency; or


 


(b)
The undersigned is a nationally recognized statistical rating organization and has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant
to the Agreement to certain information (the “Information”) on the 17g-5 Information Provider’s Website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with
respect to information obtained from the Depositor’s 17g-5 website shall also be applicable to the Information obtained
from the 17g-5 Information Provider’s Website.


 


The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    	Exhibit N-1-1 



     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	 
	 	Nationally Recognized Statistical Rating Organization
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 
	 	 	 
	 	Email:	 


 






    	Exhibit N-1-2 



     


    

 





EXHIBIT
N-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 


		Attention:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of June 20, 2017 (the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large
Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Trust and Servicing Agreement. The Transferee 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 with respect to the Mortgage Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess 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


 



    	Exhibit N-1-3 



     


    

 


general
advertising or in any other manner, or (e) taken any other action, which (including 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 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:










 






    	Exhibit N-1-4 



     


    

 


EXHIBIT
N-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – DAFC 2017-AMO


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 


Attention:
Del Amo Fashion Center Trust 2017-AMO
 Commercial
Mortgage Pass-Through Certificates, Series 2017-AMO


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of June 20, 2017 (the “Trust and Servicing Agreement”), by and among Banc of America Merrill Lynch Large
Loan, Inc., as Depositor, KeyBank National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Servicer, that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (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.


 






     Exhibit N-2-1


     

    

 


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, the Certificate
Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the
Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered
or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from
such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially
in the form attached as Exhibit N-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have
received a certificate from the prospective transferee substantially in the form attached as Exhibit N-2 to the Trust 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 3.17 of the Trust 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 (including 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 Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, 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


 



     Exhibit N-2-2


     

    

 


investment
in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford
a complete loss of such investment.


 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust 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 Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






     Exhibit N-2-3


     

    







 


 EXHIBIT
O


 


FORM
OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


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 Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson
                                         Reuters or Markit Group Limited, a market data provider that has been given access to
                                         the Distribution Date Statements, CREFC Reports and supplemental notices on www.ctslink.com
                                         (the “Website”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses the Website, 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 the Website is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor, and any confidentiality agreement applicable to the undersigned with respect
                                         to information obtained from the Depositor’s 17g-5 website shall also be applicable
                                         to information obtained from the Website.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its representatives and shall indemnify the Depositor, the Operating Advisor, the Trustee,
                                         the Certificate Administrator, the Servicer, the Special Servicer and the Trust for any
                                         loss, liability or expense incurred thereby with respect to any such breach by the undersigned
                                         or any of its representatives.



 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the 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.


 






     Exhibit O-1


     

    

 





	 	By:	 
	 	 	Name:
	 	 	Title:




 


 






     Exhibit O-2


     

    

 





EXHIBIT
P


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – DAFC 2017-AMO


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust
and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating
Advisor, on behalf of the holders of the Del Amo Fashion Center 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
2017-AMO (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Trust and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited investor” (an
entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”)) or an entity all of the equity owners of which are such institutions, and has such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment
in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the
Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred
by it in connection with this transfer.


 






     Exhibit P-1


     

    

 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
resale to (i) “qualified institutional buyers” in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to
non-U.S. Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S promulgated under
the Securities Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit
I, as applicable, to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate
issued in transfer or exchange therefor) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of
the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed
herein.


 


3.          The
Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer all or any portion of the Certificates, except in compliance with Section 5.3 of
the Trust and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Administrator (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor
                                         form), which identifies such



 





 



**
Each Purchaser must include one of the two alternative certifications.


 






     Exhibit P-2


     

    

 





			Purchaser
                                         as the beneficial owner of the Certificate and states that such Purchaser is not a U.S.
                                         Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly
                                         executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser
                                         as the beneficial owner of the Certificate and state that interest and original issue
                                         discount on the Certificate and Permitted Investments is, or is expected to be, effectively
                                         connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate
                                         Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form
                                         W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
                                         as the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.


 





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


 





	 	 	8.	Please make all payments due on the Certificates:****
	 	 	 	 	 
	 	 ☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:
	 	 	 		 
	 	 	 	Bank:	 	 	 	 
	 	 	 	ABA #:	 	 	 
	 	 	 	Account #:	 	 
	 	 	 	Attention:	 	 
	 	 	 	 	 
	 	☐ 	(b)	by mailing a check or draft to the following address:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 





 






***
Does not apply to a transfer of Class R Certificates.


 


**** Only to be filled out by
Purchasers of Definitive Certificates. Please select (a) or (b). For holders of Definitive Certificates, wire transfers are only
available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable,
of at least U.S. $5,000,000.


 






     Exhibit P-3


     

    

 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a non-U.S. Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Date


 






     Exhibit P-4


     

    

 





EXHIBIT
Q


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to: 


Commercial
Real Estate Finance Council, Inc. 


900
7th Street, NW, Suite 820 


Washington,
DC 20001 


Attn:
President


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC) 


Bank
Name: Chase 


Bank
Address: 80 Broadway, New York, NY 10005 


Routing
Number: 021000021 


Account
Number: 213597397


 






     Exhibit Q-1


     

    

 





EXHIBIT
R


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose to each Other
Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for
Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described in the “Item on
Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or a Trust Loan
Seller. Each of the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other
Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus relating to the Other Securitization and to
assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to
any Mortgage Loan for which the Servicer or the Special Servicer is not the Servicer or the Special Servicer, as the case may
be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering materials
with respect to any related Other Securitization Trust. 


 


	Item on Form 10-D	Party Responsible	 
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●    Item
1121(a)(13) of Regulation AB

         
	●    Certificate Administrator	 
	
        Item 1B: Distribution and Pool Performance 
	
        ●    Certificate
Administrator 
	 



 






    Exhibit R-1


     

    

 


	Item on Form 10-D	Party Responsible	 
	
        Information:

         

        ●    Item
1121(a)(14) of Regulation AB

         
	
        

        ●    Depositor

         
	 
	
         

        Item 2: Legal Proceedings:

         

        ●    Item
1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
that are material to security holders)

         
	
         

        ●    Servicer
(as to itself)

         

        ●    Special
Servicer (as to itself)

         

        ●    
        Certificate Administrator (as to itself)

         

        ●    
        Trustee (as to itself)

         

        ●    
        Depositor (as to itself)

         

        ●    
        Operating Advisor (as to itself)

         

        ●    
        Any other Reporting Servicer (as to itself)

         

        ●    
        Trustee/Certificate Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●    
        Each Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●    
        Originators under Item 1110 of Regulation AB

         

        ●    
        Party under Item 1100(d)(1) of Regulation AB

         
	 
	Item 3:  Sale of Securities and Use of Proceeds


	●    Depositor	 
	Item 4:  Defaults Upon Senior Securities


	●     Certificate Administrator	 
	Item 5:  Submission of Matters to a Vote of Security Holders


	●     Certificate Administrator	 
	
        Item 6: Significant Obligors of Pool Assets:
	
        ●    
Servicer (excluding information for which
	 



 






    Exhibit R-2


     

    

 


	Item on Form 10-D	Party Responsible	 
	
         

        ●    Item
1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the prospectus relating to the Companion Loan
        Securities;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided,
        however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	
              
the Special Servicer is the “Party Responsible”)

         

        ●    
        Special Servicer (as to REO Property)

         
	 
	
        Item 7: Significant Enhancement Provider Information:

         

        ●    Item
1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor	 



 






    Exhibit R-3


     

    

 


	Item on Form 10-D	Party Responsible	 
	 	 	 
	Item 8:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●    
        Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit T.

         

        ●    
        Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
        Reserve Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●    
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from
        the Special Servicer within the time period specified in Section 13.4 of the Trust and Servicing Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●    
        Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding
        Distribution Date)

         

        ●    
Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item
1100(e) of Regulation AB to the extent material to Certificateholders) 
	 
	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the

         
	
        ●    
        Certificate Administrator

         

        ●    
Depositor 
	 



 






    Exhibit R-4


     

    

 


	Item on Form 10-D	Party Responsible	 
	
        

        rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Trust and Servicing Agreement

         

        provided further, in each case,
that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
the Depositor shall be the responsible party.
	 
	
        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●    Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

         
	●    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

         
	●     Depositor	 



 






    Exhibit R-5


     

    

 


	Item on Form 10-D	Party Responsible	 
	
        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator 	 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable.	 
	
        Item 9: Exhibits (no. 100)

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	●     Not Applicable.	 
	Item 9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit T, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.	 




 






    Exhibit R-6


     

    

 





EXHIBIT
S


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.5 of the Trust and Servicing Agreement to disclose to each Other
Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for
Exchange Act reporting purposes, any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or a Trust Loan
Seller. Each of the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other
Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus relating to the Other Securitization and to
assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to
any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case
may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, the Certificate Administrator, the
Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering
materials with respect to any related Other Securitization Trust. 


 





	Item on Form 10-K	Party Responsible	 
	
        Item 1B: Unresolved Staff Comments

         
	●     Depositor	 
	
        Item 9B: Other Information, but only to the extent
of any information that meets all the following conditions: 
	●    
Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is
the “Party Responsible” with respect to such  	 



 






    	Exhibit S-1 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit T,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”

         
	      
    information pursuant to Exhibit T.  	 
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW	 
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        prospectus relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable Servicer
        has not previously reported such information as “Additional Form 10-D Information”.

         
	
        ●    
        The applicable Trust Loan Seller.

         
	 
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ●    
Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the prospectus relating
to the Companion Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated versions
thereof as “Additional Form 10-D Information”. 
	●     The Depositor	 



 






    	Exhibit S-2 



     


    

 


	Item on Form 10-K	Party Responsible	 
	 	 	 
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ●    
        Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the prospectus relating to the Companion Loan
        Securities;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided,
        however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for
        the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●    
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●    
        Special Servicer (as to REO Property)

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider
Information): 
	●     Depositor	 



 






    	Exhibit S-3 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        

         

        ●    
        Items 1114(b)(2) and 1115(b) of Regulation AB

         
		 
	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●    
        Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	
        ●    
        Servicer (as to itself)

         

        ●    
        Special Servicer (as to itself)

         

        ●    
        Certificate Administrator (as to itself)

         

        ●    
        Trustee (as to itself)

         

        ●    
        Depositor (as to itself)

         

        ●    
        Trustee/Certificate Administrator /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●    
        Each Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●    
        Originators under Item 1110 of Regulation AB

         

        ●    
        Party under Item 1100(d)(1) of Regulation AB

         
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there
is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one
hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Trust Loan Seller, (3) the Trust and (4)
any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation
need not be disclosed for purposes of the applicable Form 
	
        ●    
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●    
        Special Servicer

         

        ●    
        Certificate Administrator

         

        ●    
        Trustee

         

        ●    
Each party (other than a Trust Loan Seller), if any, that is identified in the prospectus relating to the Companion Loan
Securities as 
	 



 






    	Exhibit S-4 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        10-K if it was disclosed in the prospectus relating
to the Companion Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●    
        1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Trust Loan Seller,
        and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to
        an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●    
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
transaction or the Mortgage Loans 
	
        

              
an “originator” of one or more Mortgage Loans, if the prospectus relating to the Companion Loan Securities specifically
states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the prospectus relating to
the Companion Loan Securities (provided that such a party shall no longer constitute a “Party Responsible” under this
item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party
no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●    
        Each party (other than a Trust Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the
        parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form
        10-K is due.

         

        ●    
        Each party (if any) that is identified in the prospectus relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party shall no
        longer constitute a “Party Responsible” under this item from and after the date (if any) when the Depositor notifies
        the parties to this Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●    
Each party (if any) that that is specifically identified as an “other material party to the securities or transaction
for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered
by the Depositor to the parties to this Trust and Servicing 
	 



 






    	Exhibit S-5 



     


    

 


	Item on Form 10-K	Party Responsible	 
	between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Trust Loan Seller, and (3) the Trust;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities
        or if it was previously reported as “Additional Form 10-K Disclosure”.	Agreement, which notice is delivered not later than February 15 of
        the year in which the Form 10-K is due.	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion
        Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●    
        1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, 
	
        ●    
        The Depositor

         

        ●    
        Each Trust Loan Seller

         
	 



 






    	Exhibit S-6 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        transaction or understanding that is entered into outside
the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional
Form 10-K Disclosure”.

         

        and

         

        ●    
        1119(c) of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion
 
	
         

         
	 



 






    	Exhibit S-7 



     


    

 


	Item on Form 10-K	Party Responsible	 
	Loan
        Securities or if it was previously reported as “Additional Form 10-K Disclosure”.	 	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●    
        Trustee

         

        ●    
        Certificate Administrator

         

        ●    
        Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Trust and Servicing Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 



 






    	Exhibit S-8 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

         
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote
of Security Holders  
	●     Not applicable.	 



 






    	Exhibit S-9 



     


    

 


	Item on Form 10-K	Party Responsible	 
	(Exhibit No. 22 of Item 601 of Regulation S-K).	 	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 13.9 of this Trust and Servicing Agreement.

         
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 13.9 of this Trust
        and Servicing Agreement.

         
	
        ●    
        Servicer

         

        ●    
        Special Servicer

         

        ●    
        Depositor

         

        ●    
        Any other Servicing Function Participant

         

        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

         
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator 	 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

         
	●     Not Applicable	 



 






    	Exhibit S-10 



     


    

 


	Item on Form 10-K	Party Responsible	 
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 13.11) of this Trust and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 13.8) of this Trust and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 13.9 of this Trust and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

         
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 13.7 (and Section 13.8) of this Trust and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)x

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	●     Not Applicable.	 
	Item
15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
such document constitutes “Additional Form 8-K Disclosure” pursuant	●    
Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party
Responsible” for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer
.	 



 






    	Exhibit S-11 



     


    

 


	Item on Form 10-K	Party Responsible	 
	to Item 9.01(d) of Exhibit T, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	or
    the Special Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to
    a Form 10-K)	 




 






    	Exhibit S-12 



     


    

 





EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes,
the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column
to the extent such party has knowledge of such information (other than information as to itself). Each of the Operating Advisor,
the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the
Other Depositor (in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted
from such offering materials or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other
Depositor or a Trust Loan Seller. Each of the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to
assume that there is no “significant obligor” other than a party or property identified as such in the prospectus relating
to the Other Securitization and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in
a Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular
and the offering materials with respect to any related Other Securitization Trust.


 






    	Exhibit T-1 



     


    

 





	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into
        a Material Definitive Agreement

         
	
        ●  
        Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing
        of material contracts to which the registrant or a subsidiary thereof is a party).

         

        ●   
        Certificate Administrator, Trustee, Servicer and/or Special Servicer (it being acknowledged that Instruction
        3 to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that
        is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each
        case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment
        or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
        or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged
        by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been
        executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party
        Responsible” in connection with any amendment to this Trust and Servicing Agreement.

         
	 



 






    	Exhibit T-2 



     


    

 


	Item on Form 8-K	Party Responsible 	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●    Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract
    that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans
    or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
    in connection with any amendment to this Trust and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy or Receivership	●     Depositor	 
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●    
        Depositor

         

        ●    
        Certificate Administrator

         
	 
	Item 3.03:  Material Modification to Rights of Security Holders	●     Certificate Administrator	 
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor	 
	Item 6.01:  ABS Informational and Computational Material	●     Depositor	 
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●    
        Trustee

         

        ●    
        Depositor

         
	 



 






    	Exhibit T-3 



     


    

 


	Item on Form 8-K	Party Responsible 	 
	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Servicer or Special Servicer	
        ●    
        Certificate Administrator

         

        ●    
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

         
	 
	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●    
        Servicer

         

        ●    
        Special Servicer

         

        ●    
        Certificate Administrator

         

        ●    
        Depositor

         
	 
	Item 6.03:  Change in Credit Enhancement or External Support	
        ●    
        Depositor

         

        ●    
Certificate Administrator 
	 
	Item 6.04:  Failure to Make a Required Distribution	●     Certificate Administrator	 
	Item 6.05:  Securities Act Updating Disclosure	●     Depositor	 
	Item 7.01:  Regulation FD Disclosure	●     Depositor	 
	Item 8.01:  Other Events	●     Depositor	 
	
        Item 9.01(d): Exhibits
        (no. 1):

         

        Underwriting agreement
        (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	●     Not applicable	 
	
        Item 9.01(d): Exhibits
        (no. 2):

         

        Plan of acquisition,
        reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor	 
	
        Item 9.01(d): Exhibits
        (no. 3):

         

        Articles of incorporation
        and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor	 



 






    	Exhibit T-4 



     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 9.01(d): Exhibits
        (no. 4):

         

        With respect to instruments
        defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●    
        Certificate Administrator

         

        provided, in
        each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust and Servicing
        Agreement

         
	 
	
        Item 9.01(d): Exhibits
        (no. 7):

         

        Correspondence from an
        independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 14):

         

        Code of Ethics (Exhibit
        No. 14 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 16):

         

        Letter re change in certifying
        accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 17):

         

        Correspondence on departure
        of director (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 20):

         

        Other documents or statements
        to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 



 






    	Exhibit T-5 



     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 9.01(d): Exhibits
        (no. 23):

         

        Consents of Experts and
        Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material
        (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	●     Depositor	 
	
        Item 9.01(d): Exhibits
        (no. 24)

         

        Power of Attorney (Exhibit
        No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing
        the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator	 
	
        Item 15: Exhibits (no.
        99)

         

        Additional exhibits (Exhibit
        No. 99 of Item 601 of Regulation S-K)

         
	●     Not Applicable.	 
	
        Item 15: Exhibits (no.
        100)

         

        BRL-Related Documents
        (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not Applicable.	 




 






    	Exhibit T-6 



     


    

 





EXHIBIT
U


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services – DAFC 2017-AMO—SEC
REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor (the “Depositor”), KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating
Advisor, the undersigned, as [        ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                 ],
phone number: [                 ];
email address: [                 ].





	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc: Depositor	 	 
	 	 	 



 






    	Exhibit U-1 



     


    

 


EXHIBIT
V


 


INITIAL
SUB-SERVICERS


 


None.


 




    Exhibit V-1


     


    

 


EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Del Amo Fashion Center Trust 2017-AMO,

Commercial Mortgage Pass-Through Certificates

Series 2017-AMO (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [KeyBank National Association, as Servicer] [Cohen Financial, a Division
of SunTrust Bank, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust,
National Association, as Trustee] [Park Bridge Lender Services LLC, as Operating Advisor] (the “Certifying Servicer”),
certify to Banc of America Merrill Lynch Large Loan, Inc. and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


 


I
(or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar
year] [between [__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


 


To
the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and
Servicing Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying
Servicer has failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND
THE NATURE AND STATUS THEREOF]].


 





	Date:	 	 




 





[KEYBANK
NATIONAL ASSOCIATION, as Servicer]

[cOHEN FINANCIAL,
A DIVISION OF SUNTRUST BANK, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate
administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee] 


[PARK
BRIDGE LENDER SERVICES LLC, as operating advisor]


 






    Exhibit W-1


     


    

 





	By:	 	 
	 	Name:	 
	 	Title:	 




 




    Exhibit W-2


     


    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		6.	[Name
                                         of Reporting Servicer] (the “Reporting Servicer”) is responsible for
                                         assessing compliance with the servicing criteria applicable to it under paragraph (d)
                                         of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31,
                                         20[__] (the “Reporting Period”), as set forth in Exhibit AA to the
                                         Trust and Servicing Agreement. The transactions covered by this report include asset-backed
                                         securities transactions for which the Reporting Servicer acted as [a Servicer, special
                                         servicer, trustee, certificate administrator] involving commercial mortgage loans [other
                                         than __________________[†]] (the “Platform”);



 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 





*
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable.


  






    Exhibit X-1


     


    




 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 








	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 




    Exhibit X-2


     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SERVICER


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, issued pursuant to the Trust and Servicing Agreement dated as of June 20, 2017
                                         (the “Trust and Servicing Agreement”), by and among Banc of America
                                         Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer,
                                         Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wilmington Trust, National Association,
                                         as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.  



 


I,
[identity of certifying individual], hereby certify with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification
concerning the Trust, as applicable, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect
of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information
provided by the Servicer, collectively, the “Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, the Servicer Periodic Information, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
the Form 10-K;


 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by
the Form 10-K is included in the Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and


 






    Exhibit Y-1-1


     


    

 


based on my knowledge and the compliance review conducted in preparing the Servicer compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Servicer Periodic Information, the Servicer has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to
the Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all
material respects.


 


This
Certification is being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer
under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




  




    Exhibit Y-1-2


     


    

 


EXHIBIT
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SPECIAL SERVICER


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, issued pursuant to the Trust and Servicing Agreement dated as of June 20, 2017
                                         (the “Trust and Servicing Agreement”), by and among Banc of America
                                         Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer,
                                         Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wilmington Trust, National Association,
                                         as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.  



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the


 






    Exhibit Y-2-1


     


    

 


Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by
the Special Servicer under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


  






    Exhibit Y-2-2


     


    

 


EXHIBIT
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, issued pursuant to the Trust and Servicing Agreement dated as of June 20, 2017
                                         (the “Trust and Servicing Agreement”), by and among Banc of America
                                         Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer,
                                         Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wilmington Trust, National Association,
                                         as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.  



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and


 






    Exhibit Y-3-1


     


    

 


Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled its
obligations under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed
by the Certificate Administrator under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:





 




    Exhibit Y-3-2


     


    

 


EXHIBIT
Y-4


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, issued pursuant to the Trust and Servicing Agreement dated as of June 20, 2017
                                         (the “Trust and Servicing Agreement”), by and among Banc of America
                                         Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer,
                                         Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wilmington Trust, National Association,
                                         as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.  



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    Exhibit Y-4-1


     


    

 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:





 




    Exhibit Y-4-2


     


    

 


EXHIBIT
Y-5


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY OPERATING ADVISOR


 


Banc
of America Merrill Lynch Large Loan, Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch III


 


		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-AMO, issued pursuant to the Trust and Servicing Agreement dated as of June 20, 2017
                                         (the “Trust and Servicing Agreement”), by and among Banc of America
                                         Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National Association, as Servicer,
                                         Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
                                         National Association, as Certificate Administrator, Wilmington Trust, National Association,
                                         as Trustee and Park Bridge Lender Services LLC, as Operating Advisor.  



 


I,
[identity of certifying individual], hereby certify to each Other Depositor with respect to any Other Securitization Trust subject
to the reporting requirements of the Exchange Act and their respective officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the trust related to such Other Securitization, to be signed by an officer of such
Other Depositor, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Trust
and Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Trust and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 






    Exhibit Y-5-1


     


    

 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed
by the Operating Advisor under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:





 




    Exhibit Y-5-2


     


    

 


EXHIBIT
Z


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT[3]


 


Report
Date: This report will be delivered annually no later than 120 days after the end of the calendar year, pursuant to the terms
and conditions of the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust and Servicing Agreement”),
by and among Banc of America Merrill Lynch Large Loan, Inc., as depositor, KeyBank National Association, as servicer, Cohen Financial,
a Division of SunTrust Bank, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee and Park Bridge Lender Services LLC, as operating advisor.

Transaction: Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series 2017-AMO

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Cohen Financial, a Division of SunTrust Bank


 


I.       Executive
Summary


 


Based
on the requirements and qualifications set forth in the Trust and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Trust and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. Based
solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications set forth
herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not]
operating in compliance with Accepted Servicing Practices with respect to its performance of its duties under the Trust and Servicing
Agreement during the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that
the Special Servicer has failed to comply with Accepted Servicing Practices, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 





 



 





3
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 











    Exhibit Z-1


     


    

 


		II.	List
of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Major
                                         Decision Reporting Packages.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website and each Asset Status Report and Final Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Trust and Servicing Agreement in respect to the Asset Status Reports
                                         for the Specially Serviced Mortgage Loan and with respect to Major Decisions.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit. For instance, we did not review underlying lease agreements, re-engineer the quantitative aspects of their net
present value calculator, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact
with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited
to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


		III.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the Trust and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, Accepted Servicing
                                         Practices or the Special Servicer’s obligations under the Trust and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of a Major Decision Reporting Package, if any, the Operating Advisor
                                         did not participate in, or have access to, the Special Servicer’s and Directing
                                         Certificateholder’s discussion(s) regarding the Specially Serviced Mortgage Loan.
                                         The Operating Advisor does not have authority to speak with the Directing Certificateholder 



 






    Exhibit Z-2


     


    

 


	 	 	or borrower directly. As such, the Operating Advisor relied solely upon the information
                                         delivered to it by the Special Servicer as well as its interaction with the Special Servicer,
                                         if any, in gathering the relevant information to generate this report. The services that
                                         we perform are not designed and cannot be relied upon to detect fraud or illegal acts
                                         should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service the Specially
                                         Serviced Mortgage Loan pursuant to the Trust and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or direct
                                         the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding the Specially Serviced Mortgage Loan and certain information it reviewed in
                                         connection with its duties under the Trust and Servicing Agreement. As a result, this
                                         report may not reflect all the relevant information that the Operating Advisor is given
                                         access to by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


Terms
used but not defined herein have the meaning set forth in the Trust and Servicing Agreement.


 




    Exhibit Z-3


     


    

 


EXHIBIT
AA


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington
Trust, National Association





as
Trustee





1100
North Market Street





Wilmington,
Delaware 19890





Attention:
CMBS DAFC 2017-AMO


 





Wells
Fargo Bank, National Association





as
Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – DAFC 2017-AMO


 


Cohen
Financial, a Division of SunTrust Bank,





as
Special Servicer





Loan
Administration Service Center





4601
College Blvd., Suite 300





Leawood,
KS 66211





Attention:
Head of Investor Services





Facsimile:
(312) 346-6669


 


		Re:	Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage

                                                                                Pass-Through Certificates, Series 2017-AMO, 
 Recommendation of Replacement of Special Servicer 




 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.1(h) of the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Trust
and Servicing Agreement”), by and among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, KeyBank National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating
Advisor, on behalf of the holders of Del Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates, Series
2017-AMO (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Trust
and Servicing Agreement, it is our assessment


 






    Exhibit AA-1


     


    

 


that Cohen Financial, a Division of SunTrust Bank, in its current capacity as Special
Servicer, is not [performing its duties under the Trust and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Cohen Financial, a Division of SunTrust Bank be removed as Special Servicer
and that [________] be appointed its successor in such capacity.


 





	 	 	Very truly yours,
	 	 	 	 
	 	 	 	 
	 	 	[The Operating Advisor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	Dated:	 	 







 




    Exhibit AA-2


     


    

 


EXHIBIT
BB


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE CLASS HRR CERTIFICATES


 


[_], 20[_]


 


	Banc
    of America Merrill Lynch Large Loan, Inc.

    One Bryant Park

    New York, New York 10036

    Attention: Leland F. Bunch III	Bank
    of America, National Association

    One Bryant Park

    New York, New York 10036

    Attention: Leland F. Bunch, III
	 	 
	Core
                                         Credit Partners A LLC

        

        [Notice
        Address]

        
	 



 

		Re:	Del
                                         Amo Fashion Center Trust 2017-AMO, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-AMO  



 


In
accordance with Section 5.1(d) of the Trust and Servicing Agreement, dated as of June 20, 2017 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt and possession of $[ ] of the Class HRR Certificates in the form of
a Definitive Certificate (CUSIP No. [ ]), which constitutes all of the Class HRR Certificates, as defined in the Agreement, for
the benefit of Core Credit Partners A LLC, as registered holder thereof, the initial Third Party Purchaser. The Certificate Administrator
will hold such certificate pursuant and subject to the Agreement. A copy of such Class HRR Certificate is attached as Exhibit
A-1. Payments on the Certificates will be made to the registered holder thereof in accordance with the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION,
	 	 	not in its individual capacity
	 	 	but solely as Certificate Administrator
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	 	 
	 	 	Title:




 












    Exhibit BB-1