Exhibit 4.5


 


EXECUTION VERSION 


 


MORGAN
STANLEY CAPITAL I INC.,

as Depositor


 


Wells
Fargo Bank, National Association,

as General Master Servicer


 


CWCAPITAL
ASSET MANAGEMENT llc,

as General Special Servicer


 


NATIONAL COOPERATIVE BANK, N.A.,


as NCB Master Servicer and as NCB Special
Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


park
bridge lender services llc,

as Operating Advisor and as Asset Representations Reviewer


 


 






 


POOLING AND SERVICING AGREEMENT


 


Dated as of June 1, 2017


 


 






 


Commercial Mortgage Pass-Through
Certificates

Series 2017-BNK5


 




    	 



     


    

 


TABLE OF CONTENTS


 





	 	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS	 	 	5
	 	 	 	 
	Section 1.01	Defined Terms	 	5
	Section 1.02	Certain Calculations	 	127
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	 	129
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	129
	Section 2.02	Acceptance by Trustee	 	136
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	141
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	157
	Section 2.05	Creation of the Grantor Trust	 	157
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 	158
	 	 	 
	Section 3.01	The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	158
	Section 3.02	Collection of Mortgage Loan Payments	 	167
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	172
	Section 3.04	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account	 	177
	Section 3.05	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	 	184
	Section 3.06	Investment of Funds in the Collection Accounts, the REO Accounts and Loss of Value Reserve Fund	 	195


 






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	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	197
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	203
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	209
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	213
	Section 3.11	Servicing Compensation	 	214
	Section 3.12	Inspections; Collection of Financial Statements	 	221
	Section 3.13	Access to Certain Information	 	227
	Section 3.14	Title to REO Property; REO Account	 	241
	Section 3.15	Management of REO Property	 	243
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	245
	Section 3.17	Additional Obligations of Master Servicers and Special Servicers	 	252
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	255
	Section 3.19	Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report	 	268
	Section 3.20	Sub-Servicing Agreements	 	276
	Section 3.21	Interest Reserve Account	 	279
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with the Master Servicers and the Special Servicers	 	279
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	 	280
	Section 3.24	Intercreditor Agreements	 	285
	Section 3.25	Rating Agency Confirmation	 	288
	Section 3.26	The Operating Advisor	 	289
	Section 3.27	Companion Paying Agent	 	297
	Section 3.28	Serviced Companion Noteholder Register	 	298
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	298
	Section 3.30	Certain Matters with Respect to Joint Mortgage Loans	 	300
	Section 3.31	[RESERVED]	 	305
	Section 3.32	[RESERVED]	 	305
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	305
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	306
	 	 	 	 
	Section 4.01	Distributions	 	306
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	318
	Section 4.03	P&I Advances	 	324
	Section 4.04	Allocation of Realized Losses	 	327
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	328



 






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	Section 4.06	Grantor Trust Reporting	 	333
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	335
	Section 4.08	Secure Data Room	 	338
	 		 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES	 	339
	 	 	 	 
	Section 5.01	The Certificates	 	339
	Section 5.02	Form and Registration	 	340
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	343
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	352
	Section 5.05	Persons Deemed Owners	 	352
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	352
	Section 5.07	Maintenance of Office or Agency	 	354
	Section 5.08	Appointment of Certificate Administrator	 	354
	Section 5.09	[RESERVED]	 	355
	Section 5.10	Voting Procedures	 	355
	 	 	 	 
	ARTICLE VI
	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION 
	PARTY	 	356
	 	 	 
	 	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer	 	356
	Section 6.02	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	362
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	 	362
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	 	364
	Section 6.05	Depositor, Master Servicers and Special Servicers Not to Resign	 	370
	Section 6.06	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	 	371
	Section 6.07	The Master Servicers and the Special Servicers as Certificate Owner	 	371
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Party	 	371



 






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	Section 6.09	Knowledge of Wells Fargo Bank, National Association	 	380
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS	 	380
	 	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicers and Special Servicers Termination	 	380
	Section 7.02	Trustee to Act; Appointment of Successor	 	388
	Section 7.03	Notification to Certificateholders	 	390
	Section 7.04	Waiver of Servicer Termination Events	 	391
	Section 7.05	Trustee as Maker of Advances	 	391
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	392
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	392
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	393
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	395
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	396
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	396
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	397
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	398
	Section 8.08	Successor Trustee or Certificate Administrator	 	401
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	401
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	402
	Section 8.11	Appointment of Custodians	 	403
	Section 8.12	Representations and Warranties of the Trustee	 	403
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	 	404
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	404
	Section 8.15	Compliance with the PATRIOT Act	 	406
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION	 	406
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	406
	Section 9.02	Additional Termination Requirements	 	410



 






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	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS	 	411
	 	 	 	 
	Section 10.01	REMIC Administration	 	411
	Section 10.02	Use of Agents	 	415
	Section 10.03	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	 	415
	Section 10.04	Appointment of REMIC Administrators	 	416
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	417
	 	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	 	417
	Section 11.02	Succession; Subcontractors	 	417
	Section 11.03	Filing Obligations	 	420
	Section 11.04	Form 10-D and Form ABS-EE Filings	 	420
	Section 11.05	Form 10-K Filings	 	424
	Section 11.06	Sarbanes-Oxley Certification	 	427
	Section 11.07	Form 8-K Filings	 	429
	Section 11.08	Form 15 Filing	 	431
	Section 11.09	Annual Compliance Statements	 	431
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	433
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	435
	Section 11.12	Indemnification	 	436
	Section 11.13	Amendments	 	439
	Section 11.14	Regulation AB Notices	 	439
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	439
	Section 11.16	Certain Matters Regarding Significant Obligors	 	445
	Section 11.17	Impact of Cure Period	 	445
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER	 	446
	 	 	 	 
	Section 12.01	Asset Review	 	446
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	451
	Section 12.03	Resignation of the Asset Representations Reviewer	 	453
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	453
	Section 12.05	Termination of the Asset Representations Reviewer	 	453



 






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	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS	 	456
	 	 	 	 
	Section 13.01	Amendment	 	456
	Section 13.02	Recordation of Agreement; Counterparts	 	461
	Section 13.03	Limitation on Rights of Certificateholders	 	462
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	463
	Section 13.05	Notices	 	463
	Section 13.06	Severability of Provisions	 	469
	Section 13.07	Grant of a Security Interest	 	469
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	470
	Section 13.09	Article and Section Headings	 	470
	Section 13.10	Notices to the Rating Agencies	 	471



 






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



 






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



 






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	EXHIBIT SS	Form of Intercreditor Agreement and Subordination Agreement for NCB Co-op Mortgage Loans
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans (Other than NCB Co-op Mortgage Loans) With Escrows or Reserves Exceeding 10% of their Respective Initial Principal Balances







 




    	-ix- 



     


    

 


This Pooling and Servicing
Agreement is dated and effective as of June 1, 2017, among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank,
N.A. as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


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


 


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


 






    	 



     


    

 


	Class Designation	 	Interest Rate	 	Original Lower-Tier
 Principal Amount
	Class LA1	 	 	(1	)	 	$	37,200,000	 
	Class LA2	 	 	(1	)	 	$	98,300,000	 
	Class LASB	 	 	(1	)	 	$	52,700,000	 
	Class LA3	 	 	(1	)	 	$	57,700,000	 
	Class LA4	 	 	(1	)	 	$	270,000,000	 
	Class LA5	 	 	(1	)	 	$	307,906,000	 
	Class LAS	 	 	(1	)	 	$	140,367,000	 
	Class LB	 	 	(1	)	 	$	55,562,000	 
	Class LC	 	 	(1	)	 	$	40,940,000	 
	Class LD	 	 	(1	)	 	$	42,403,000	 
	Class LE	 	 	(1	)	 	$	24,856,000	 
	Class LF	 	 	(1	)	 	$	11,698,000	 
	Class LG	 	 	(1	)	 	$	14,621,000	 
	Class LH	 	 	(1	)	 	$	20,470,946	 
	Class LR	 	 	None(2)	 	 	None	 
	LRR	 	 	(1	)	 	$	61,564,418.24	 




 


 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5,
Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and the
RR Interest (exclusive of the portion of the RR Interest representing an interest in the Grantor Trust), each of which is a “regular
interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest,
which is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is
represented by the Class R Certificates.


 


THE GRANTOR TRUST


 


The Class V Certificates
and the RR Interest shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor
Trust Assets and the RR Interest Specific Grantor Trust Assets, respectively, as described herein. As provided herein, the Certificate
Administrator shall not take any actions that would cause the portion of the Trust Fund consisting of the Grantor Trust (i) to
fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any
Trust REMIC.


 






    -2-


     


    

 


THE CERTIFICATES


 


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


  


	Class of Certificates	 	Initial Pass-

Through Rate	 	Original 

Certificate 

Balance or 

Notional Amount
	Class A-1 Certificates	 	1.909%	 	$37,200,000
	Class A-2 Certificates	 	2.987%	 	$98,300,000
	Class A-SB Certificates	 	3.179%	 	$52,700,000
	Class A-3 Certificates	 	3.020%	 	$52,700,000
	Class A-4 Certificates	 	3.131%	 	$270,000,000
	Class A-5 Certificates	 	3.390%	 	$307,906,000
	Class X-A Certificates	 	1.107%(1)	 	$818,806,000(2)
	Class X-B Certificates	 	0.461%(1)	 	$236,869,000(2)
	Class X-D Certificates	 	1.180%(1)	 	$42,403,000(2)
	Class A-S Certificates	 	3.624%	 	$140,367,000
	Class B Certificates	 	3.896%	 	$55,562,000
	Class C Certificates	 	4.258%	 	$40,940,000
	Class D Certificates	 	3.078%	 	$42,403,000
	Class E Certificates	 	4.258%	 	$24,856,000
	Class F Certificates	 	4.258%	 	$11,698,000
	Class G Certificates	 	4.258%	 	$14,621,000
	Class H Certificates	 	4.258%	 	$20,470,946
	Class R Certificates	 	None(3)	 	N/A
	Class V Certificates	 	None(3)	 	N/A
	RR Interest	 	None(4)	 	$61,564,418.24




 


 






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



 


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



 


		(3)	Neither
                                         the Class R nor the Class V Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield
                                         Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC
                                         Distribution Account, after all required distributions under this Agreement have been
                                         made to each Class of Regular Certificates will be deemed distributed to the Class UR
                                         Interest and shall be payable to the Holders of the Class R Certificates.



 


		(4)	The
                                         RR Interest will be entitled to interest on any Distribution Date equal to the Retained
                                         Certificate Interest Distribution Amount.



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,231,288,365.


 






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WHOLE LOANS


 


	Whole Loan	Type	Non-Serviced PSA	Mortgage Loan	Companion Loan(s)
	Del Amo Fashion Center Whole Loan	Non-Serviced Whole Loan	DAFC 2017-AMO Trust and Servicing Agreement	Del Amo Fashion Center Mortgage Loan	Del Amo Fashion Center Pari Passu Companion Loans and Del Amo Fashion Center Subordinate Companion Loans
	Starwood Capital Group Hotel Portfolio Whole Loan	Non-Serviced Whole Loan	DBJPM 2017-C6 Pooling and Servicing Agreement	Starwood Capital Group Hotel Portfolio Mortgage Loan	Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans
	Westchester One Whole Loan	Serviced Whole Loan	N/A	Westchester One Mortgage Loan	Westchester One Pari Passu Companion Loan
	Market Street – The Woodlands Whole Loan	Serviced Whole Loan	N/A	Market Street – The Woodlands Mortgage Loan	Market Street – The Woodlands Pari Passu Companion Loans
	Olympic Tower Whole Loan	Non-Serviced Whole Loan	Olympic Tower 2017-OT Trust and Servicing Agreement	Olympic Tower Mortgage Loan	Olympic Tower Pari Passu Companion Loans and Olympic Tower Subordinate Companion Loans
	iStar Leased Fee Portfolio Whole Loan	Non-Serviced Whole Loan	MSC 2017-H1 Pooling and Servicing Agreement	iStar Leased Fee Portfolio Mortgage Loan	iStar Leased Fee Portfolio Pari Passu Companion Loans
	Gateway Net Lease Portfolio Whole Loan	Non-Serviced Whole Loan	DBJPM 2017-C6 Pooling and Servicing Agreement	Gateway Net Lease Portfolio Mortgage Loan	Gateway Net Lease Portfolio Pari Passu Companion Loans and Gateway Net Lease Portfolio Subordinate Companion Loans
	Crossgates Commons Whole Loan	Serviced Whole Loan	N/A	Crossgates Commons Mortgage Loan	Crossgates Commons Pari Passu Companion Loan


 


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


 


The Companion Loans are
not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part
of the Trust Fund.


 






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Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to the extent that
such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan and the holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders
of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. As of the Closing Date,
each of the Del Amo Fashion Center Intercreditor Agreement, the Olympic Tower Intercreditor Agreement and the Gateway Net Lease
Portfolio Intercreditor Agreement is an AB Intercreditor Agreement.


 


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


 


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


 






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original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in
effect.


 


“AB Mortgage
Loan”: One or more senior “A notes” (and, in the case of the Del Amo Fashion Center Mortgage Loan, one or
more senior “B notes”) that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund.
As of the Closing Date, each of the Del Amo Fashion Center Mortgage Loan, the Olympic Tower Mortgage Loan and the Gateway Net Lease
Portfolio Mortgage Loan is an AB Mortgage Loan.


 


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan. As of the Closing Date, each of the Del Amo
Fashion Center Mortgaged Property, the Olympic Tower Mortgaged Property and the Gateway Net Lease Portfolio Mortgaged Property
is an AB Mortgaged Property.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related AB Intercreditor Agreement. As of the Closing Date, each of the Del Amo Fashion Center
Subordinate Companion Loans, the Olympic Tower Subordinate Companion Loans and the Gateway Net Lease Portfolio Subordinate Companion
Loans is an AB Subordinate Companion Loan.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. As of the Closing Date, each of the
Del Amo Fashion Center Whole Loan, the Olympic Tower Whole Loan and the Gateway Net Lease Portfolio Whole Loan is an AB Whole Loan.


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the applicable Master


 






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Servicer and the applicable Special Servicer may forbear taking any enforcement action, provided that
the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect
to a Specially Serviced Loan), as applicable, has determined, in its reasonable judgment, based on inquiry consistent with the
Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Certificateholder and (ii) with respect to a Specially Serviced Loan, after consultation with the Risk Retention Consultation Party
pursuant to Section 6.08(a) (in either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party)) (and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance
of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder (or, with respect to a
Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling
Holder to the extent required under the related Intercreditor Agreement) as provided in Section 6.08) (other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party)), that either (a) such insurance is not available at commercially
reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged
Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not
available at any rate; provided, however, that the Directing Certificateholder (or, with respect to a Serviced AB
Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related
Intercreditor Agreement) and the Risk Retention Consultation Party (if it has the right to consult pursuant to Section 6.08)
will not have more than thirty (30) Business Days to respond to the applicable Master Servicer’s or the applicable Special
Servicer’s, as applicable, request for such consent or consultation, as applicable; provided, further, that
upon the applicable Master Servicer’s or the applicable Special Servicer’s, as applicable, determination, consistent
with the Servicing Standard, that exigent circumstances do not allow the applicable Master Servicer or the applicable Special Servicer,
as applicable, to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable AB Whole
Loan Controlling Holder, as applicable, such Master Servicer or such Special Servicer, as applicable, is not required to do so.
The applicable Master Servicer (at its own expense) and the applicable Special Servicer (at the expense of the Trust Fund) shall
be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(v)          all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Excess Interest Certificates and the RR
Interest, as described in Section 4.01(j));


 


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


 


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


 


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


 






    -9-


     


    

 


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


 


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


 


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


 


(e)          solely
with respect to the Distribution Date occurring in July 2017, amounts on deposit in the Distribution Account as a result of the
initial deposit made by the Depositor on the Closing Date equal to $228,443.06 in respect of the Westchester One Mortgage Loan,
which has an initial Due Date in August 2017.


 


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


 


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


 


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


 






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


 


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


 


“Allocated Appraisal
Reduction Amount”: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of
such Appraisal Reduction Amount.


 


“Allocated Collateral
Deficiency Amount”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral
Deficiency Amount.


 


“Allocated Cumulative
Appraisal Reduction Amount”: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of
such Cumulative Appraisal Reduction Amount.


 


“Anticipated
Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at the Revised
Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller


 






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of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the applicable Master Servicer or applicable Special
Servicer shall be performed by an Independent MAI-designated appraiser.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing
Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class), and, after the occurrence and during the continuance of a Control Termination Event, in consultation
with the Directing Certificateholder (except with respect to any such Excluded Loan) and the Operating Advisor and, after the occurrence
and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination
Date that is at least ten (10) Business Days following the later of (i) the date on which the applicable Special Servicer receives
the related Appraisal (together with information requested by the applicable Special Servicer from the applicable Master Servicer
in accordance with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount), or
conducts a valuation as described below and (ii) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the
Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the
excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals
obtained by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the applicable Master Servicer as an Advance) or (2) by an internal valuation
performed by the applicable Special Servicer (or at the applicable Special Servicer’s election, by one or more MAI appraisals
obtained by the such Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000,
minus, with respect to any Appraisals, such downward adjustments as the applicable Special Servicer may make (without implying
any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant; provided that,
in the case of an NCB Co-op Mortgage Loan, such Appraised Value shall be determined (i) except as provided in clause (iii) below,
in the case of each Mortgaged Property other than the Mortgaged Property identified on the Mortgage Loan Schedule as “Bywater
Mutual Homes, Inc.”, assuming such Mortgaged Property is operated as a residential cooperative with such value, in general,
to equal the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying a discount
for units that are subject to existing rent regulated or rent controlled rental tenants as and if deemed appropriate by the appraiser),
based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt
encumbering such residential cooperative property, (ii) in the case of the Mortgaged Property identified on the Mortgage Loan Schedule
as “Bywater Mutual Homes,


 






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Inc.”, assuming such Mortgaged Property is operated as a multifamily rental property and
(iii) if the applicable Special Servicer determines, in accordance with the Servicing Standard, that there is no reasonable expectation
that the related Mortgaged Property will be operated as a residential cooperative following any work-out or liquidation of the
related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily rental property; and (B) all escrows, letters
of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over
(ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced
by the applicable Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the
case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued
and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage
Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds
of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such
Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance
premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest
whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes,
premiums, ground rents and other amounts have not been the subject of an Advance by the applicable Master Servicer, the applicable
Special Servicer or the Trustee, as applicable); provided, however, that without limiting the applicable Special
Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has
not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal
Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of
Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred
twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above
is received (together with information requested by the Special Servicer from the Master Servicer in accordance with Section
4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or performed by the applicable Special
Servicer and the Appraisal Reduction Amount is calculated by the applicable Special Servicer as of the first Determination Date
that is at least ten (10) Business Days after the later of (a) the Special Servicer’s receipt of such Appraisal or the completion
of the valuation and (b) the occurrence of such Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction
Event, the applicable Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall
be paid by the applicable Master Servicer as a Servicing Advance); provided, further, however, that with respect
to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the applicable
Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period
set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the
definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive such
Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause
(vi);


 






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provided, further, however, that in no event shall the applicable Special Servicer be required to
order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable,
and in each case, the related Appraisal shall be promptly delivered in electronic format by the applicable Special Servicer to
the applicable Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder, only prior
to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan with respect
to the Directing Certificateholder), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
Amount, the applicable Master Servicer shall provide the applicable Special Servicer with the information as set forth in Section
4.05(c) within four (4) Business Days of its receipt of any such request. No Master Servicer shall calculate Appraisal Reduction
Amounts.


 


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


 


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


 


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


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of
any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan,
Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on
such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion
Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the applicable Special Servicer, (iii) thirty (30) days after the date on which a receiver
has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single
tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days
after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such
time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan
or Companion Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120) days after the Maturity
Date of the Mortgage Loan and Companion Loan, in which case one hundred


 






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twenty (120) days after such uncured delinquency, and (vii)
immediately after such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30)
day period referenced in clauses (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially
Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when
the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The applicable Special
Servicer shall notify the applicable Master Servicer, the Directing Certificateholder and the Operating Advisor and the Other Servicer
and the Other Trustee, if applicable, or the applicable Master Servicer shall notify the applicable Special Servicer and the Operating
Advisor and the Other Servicer and the Other Trustee, as applicable, promptly upon such Person having notice or knowledge of the
occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction
Event shall be subject to the provisions of Section 4.05.


 


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


 


“Appraised Value”:
(i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property and a Mortgaged Property securing an NCB
Co-op Mortgage Loan), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing
the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable, and (ii) with respect to each Mortgaged
Property securing an NCB Co-op Mortgage Loan, the Appraised Value thereof based upon the most recent Appraisal obtained or conducted,
as appropriate, pursuant to this Agreement and determined as if such property were operated as a residential cooperative (such
“Appraised Value” generally equals the sum of (x) the gross share value of all cooperative units in such residential
cooperative property (applying a discount for units that are subject to existing rent-regulated or rent-controlled rental tenants
as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the
market, plus (y) the amount of the underlying debt encumbering such residential cooperative property) and (iii) with respect to
a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced
PSA.


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate. As
of the Closing Date, each of the Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as
“Sprouts Farmers Market” and “iStar Leased Fee Portfolio” is an ARD Loan.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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the Mortgage Loans (including any successor
REO Loans) held by the Trust as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-Retained Percentage of the Aggregate Available
Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.


 






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


 


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


 


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


 


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


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.
For the avoidance of doubt, with respect to an NCB Co-op Mortgage Loan, a person shall not be considered a “Borrower Party”
solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related
borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result of any foreclosure,
transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).


 


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


 


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


 


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


 






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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
RR Interest shall be a Certificate.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00569%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 






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


 


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


 






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“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates
(other than the RR Interest) on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 1.909%.


 


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


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.987%.


 


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


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.020%.


 


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


 






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“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.131%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.390%.


 


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


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.624%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.179%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.896% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 






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“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.078%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LA1 Uncertificated
Interest”, “Class LA2 Uncertificated Interest”, “Class LASB Uncertificated Interest”,
“Class LA3 Uncertificated Interest”, “Class LA4 Uncertificated Interest”, “Class
LA5 Uncertificated Interest”, “Class LAS Uncertificated Interest”, “Class LB Uncertificated
Interest”, “Class LC Uncertificated Interest”, “Class LD Uncertificated Interest”,
“Class LE Uncertificated Interest”, “Class LF Uncertificated Interest”, “Class LG
Uncertificated Interest”, “Class LH Uncertificated Interest”: Each, an uncertificated regular interest
in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and
per annum rate of interest set forth in the Preliminary Statement hereto.


 


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


 


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


 






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


 


“Class V Certificate”:
A Certificate designated as “Class V” on the face thereof in substantially the form set forth in Exhibit A-3
and designated as a Class V Certificate, and evidencing undivided beneficial ownership of the Class V Specific Grantor Trust Assets.


 


“Class V Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to the product
of (A) the Non-Retained Percentage and (B) the aggregate amount of Excess Interest received on or prior to the related Determination
Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof, beneficial ownership of which is represented
by the Class V Certificates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Closing Date”:
June 29, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 






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Servicer’s
calculation or determination of any Collateral Deficiency Amount (other than with respect to a Non-Serviced Mortgage Loan). The
applicable Special Servicer and the Operating Advisor shall be entitled to conclusively rely on the applicable Master Servicer’s
calculation of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan.


 


With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined
on an “as-is” basis.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer,
shall be entitled “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK5, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative
Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each
Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth
in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part
of the applicable Collection Account shall be for the benefit of the related Serviced Companion Noteholders, to the extent funds
on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced
Companion Loans, relating to the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Companion Distribution
Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but
instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall be
an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the


 






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Companion Paying Agent are the same
entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
The Del Amo Fashion Center Pari Passu Companion Loans, the Starwood Capital Group Hotel Portfolio Pari Passu Companion Loans, the
Westchester One Pari Passu Companion Loan, the Market Street – The Woodlands Pari Passu Companion Loans, the Olympic Tower
Pari Passu Companion Loans, the iStar Leased Fee Portfolio Pari Passu Companion Loans, the Gateway Net Lease Portfolio Pari Passu
Companion Loans, the Crossgates Commons Companion Loan and any AB Subordinate Companion Loan.


 


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


 


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


 


“Compensating
Interest Payments”: With respect to each Master Servicer, an aggregate amount as of any Distribution Date equal to the
lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments
received in respect of the Mortgage Loans (other than Non-Serviced Mortgage Loans) for which such Master Servicer is acting as
Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the applicable Special Servicer allowed a prepayment on a
date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of such Master
Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than any Non-Serviced
Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which such Master Servicer is acting as Master Servicer for
which Servicing Fees are being paid to such Master Servicer in such Collection Period, calculated at a rate of 0.00250% per
annum, (B) all Prepayment Interest Excesses received by such Master Servicer during such Collection Period with respect to
the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any
related Serviced Pari Passu Companion Loan) for which such Master Servicer is acting as Master Servicer subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to such Master Servicer for such
Collection Period received by such Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) for which such Master Servicer is acting as Master Servicer or any related Serviced Pari Passu
Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect
to a Mortgage Loan as a result of either Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a
Specially Serviced Loan, (X) pursuant to


 






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applicable law or a court order or otherwise in such circumstances where the applicable
Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request
or with the consent of the applicable Special Servicer or, (ii) for so long as no Control Termination Event has occurred and is
continuing and, other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, at the request or with the consent of the Directing Certificateholder, or (Z) in connection with the
payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the
related Distribution Date, such Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of
Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection
with such Prohibited Prepayments. No Master Servicer shall be required to make any Compensating Interest Payment as a result of
any prepayments on Mortgage Loans or Companion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion
Loan.


 


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


 


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


 


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


 


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


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction


 






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


 


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


 


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


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, 600 South 4th Street,
7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee BANK 2017-BNK5; and (iii) for all other purposes, to the Certificate Administrator at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2017-BNK5.


 






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


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, each Master Servicer, each Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine (9) surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report,
(5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC
Report and (9) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report).
In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report.
In addition, the CREFC® Investor Reporting Package shall include the following nine (9) templates: (1) CREFC®
Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the applicable Master Servicer
or the applicable Special Servicer of any such report that is required to state information for any period prior to the Cut-off
Date, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may conclusively rely (without independent
verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or
(x) in the case of such a report produced by either Master Servicer, by the applicable Special Servicer (if other than such Master
Servicer or an Affiliate thereof) and (y) in the case of such a report produced by either Special Servicer, by the applicable Master
Servicer (if other than such Special Servicer or an Affiliate thereof).


 


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


 


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


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form


 






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for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation


 






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Report” available and effective from time to time on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided
that the Depositor has confirmed in writing to each Master Servicer and the Certificate Administrator that any change to such “Schedule
AL File” format complies with the requirements of Item 1125 of Regulation AB.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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Holder of the majority of the Controlling Class) unless a Control Termination Event has occurred and is
continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying
Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


“Crossgates
Commons Mortgage Loan”: With respect to the Crossgates Commons Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 18 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1.


 


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


 


“Crossgates
Commons Pari Passu Companion Loan”: With respect to the Crossgates Commons Whole Loan, the Companion Loan evidenced by
the related promissory note A-2 and made by the related Mortgagor and secured by the Mortgage on the Crossgates Commons Mortgaged
Property.


 


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


 


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


 


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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the


 






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Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National Association
is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Wells Fargo Bank,
National Association will perform its duties as Custodian hereunder through its Document Custody division.


 


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


 


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


 


“DAFC 2017-AMO
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of June 20, 2017, between 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.


 


“DBJPM 2017-C6
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2017, between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator, trustee, paying agent and
custodian, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments (other than a Balloon Payment) or in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period will be one hundred-twenty (120) days if the related Mortgagor has provided the
applicable Master Servicer or applicable Special Servicer, as applicable, with a written and fully executed (subject only to customary
final closing conditions)


 






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refinancing commitment or purchase and sale agreement from an acceptable lender or purchaser, as applicable,
and reasonably satisfactory in form and substance to the applicable Master Servicer or the applicable Special Servicer, as applicable;
and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage
or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to
which the applicable Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness
evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted
Loan”.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Del Amo Fashion
Center Mortgage Loan”: With respect to the Del Amo Fashion Center Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-1-2, A-4-2, B-1-2
and B-4-2.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Depositor”:
Morgan Stanley Capital I Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(x)          other
than with respect to an NCB Co-op Mortgage Loan, any property management agreement relating to a Mortgage Loan or a Serviced Whole
Loan;


 


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


 


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


 


(xiii)          any
related mezzanine intercreditor agreement;


 


(xiv)          all
related environmental reports; and


 


(xv)          all
related environmental insurance policies;


 


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


 


(c)          other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property) or an NCB Co-op
Mortgage Loan, copies of a rent roll;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)          a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included
in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage
Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute
part of the Diligence File. It is generally not required to include any of the same items identified above again if such items
have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement


 






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to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents as part of the Diligence
File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO


 






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Property other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the applicable Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect
to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on


 






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unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such
account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not
less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days,
(B) the long-term unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated
by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or
deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if the
deposits are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations or deposits
of which are rated at least “A” by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation),
if the deposits are to be held in such account for thirty (30) days or more, a and the short-term debt obligations or deposits
of which have a short-term rating of not less than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated
by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other
rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for less than thirty (30) days;
(ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt rating shall be at least “A2” from Moody’s, “A” from Fitch (to the extent
rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) and “A” from DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating
shall be at least “P-1” from Moody’s, “F2” from Fitch (to the extent rated by Fitch) (if the deposits
are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or
if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for thirty (30)
days or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set
forth in the applicable clause, would be listed in clause (i) or (ii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, either Master Servicer or either Special Servicer; (iv) any other account or accounts not


 






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listed in clause (i)
or (ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and
a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, either Master Servicer or either Special Servicer; (v) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured
debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. § 9.10(b); or (vi) in the case of Servicing Accounts or reserve accounts with respect to
NCB Mortgage Loans with respect to amounts posted with the lender for Escrow Payments, repairs, replacements, capital improvements
and/or environmental testing and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation
or for any unit maintenance or rent receivables or negative carry, any account maintained with NCB (provided that, if such account
is not otherwise an Eligible Account, NCB has a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear
interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch, KBRA, Moody’s,
Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for
such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
either Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder,
the Risk Retention Consultation Party or any of their respective Affiliates, (d) has not performed (and is not affiliated with
any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan
Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk Retention Consultation Party or
any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 






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


 


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


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially Serviced
Loan, the applicable Master Servicer.


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class E, Class F, Class G and Class H Certificates and the Class RR Interest is
an ERISA Restricted Certificate.


 






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


 


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


 


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


 


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest Grantor Trust Assets. The Class V Certificates shall be Excess Interest Certificates.


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK5, Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the RR Interest and the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an
asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of


 






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(i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional
expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or
reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master
Servicers and the Special Servicers, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0%
of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of
the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess Prepayment
Interest Shortfall”: For any Distribution Date, the Non-Retained Percentage of the Aggregate Excess Prepayment Interest
Shortfall for such Distribution Date.


 


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


 


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


 


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


 






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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans prepared by the applicable Special Servicer or any Excluded Special Servicer and which may include any Operating
Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any
Officer’s Certificates delivered by the Trustee, the applicable Master Servicer or the applicable Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports
designated as Excluded Information by the applicable Special Servicer, the applicable Master Servicer or the Operating Advisor,
as applicable, but in each case other than information with respect to such Excluded Controlling Class Loan that is aggregated
with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating
to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”.
Each of the Master Servicers, the Special Servicers and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.33.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report marked or otherwise communicated
as being “final”, together with such other data or supporting information provided by the applicable Special Servicer
to the Directing Certificateholder or the Risk Retention Consultation Party which does not include any communication (other than
the related Asset Status Report) between the applicable Special Servicer and Directing Certificateholder or the Risk Retention
Consultation Party with respect to such Specially Serviced Loan; provided that, with respect to any Mortgage Loan other
than an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, so long as
no Control Termination Event has occurred and is continuing, no Asset Status Report shall be considered to be a Final Asset Status
Report unless the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken
in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19, or has been
deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the applicable Special
Servicer in accordance with this Agreement. In addition, after the occurrence and during the continuance of a Control Termination
Event, no Asset Status Report shall be a Final Asset Status Report unless and until the Operating Advisor is consulted with on
a non-binding basis or deemed to have been consulted with pursuant to this Agreement. No such consultation shall be required prior
to a


 






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Control Termination Event and, during such period, the Operating Advisor is only required to review Final Asset Status Reports
delivered to it by the Special Servicers.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received; provided, that for


 






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purposes of calculating Gain-on-Sale Proceeds, Liquidation Proceeds
shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment Premium, recovery of any late payment charges and
default interest or recovery of any assumption fees and Modification Fees pursuant to Sections 3.02(a) – (c).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as
Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Gain-on-Sale Reserve Account”. Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Gateway Net
Lease Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of May 25, 2017, by and
between the holders of the respective promissory notes evidencing the Gateway Net Lease Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Gateway Net
Lease Portfolio Mortgage Loan”: With respect to the Gateway Net Lease Portfolio Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by promissory note
A-2-1.


 


“Gateway Net
Lease Portfolio Mortgaged Property”: The Mortgaged Property that secures the Gateway Net Lease Portfolio Whole Loan.


 


“Gateway Net
Lease Portfolio Pari Passu Companion Loans”: With respect to the Gateway Net Lease Portfolio Whole Loan, the Companion
Loans evidenced by the related promissory notes A-1-1, A-1-2, A-1-3, A-1-4, A-2-2 and A-2-3 and made by the related Mortgagor and
secured by the Mortgage on the Gateway Net Lease Portfolio Mortgaged Property.


 


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


 


“Gateway Net
Lease Portfolio Whole Loan”: The Gateway Net Lease Portfolio Mortgage Loan, together with the Gateway Net Lease Portfolio
Pari Passu Companion Loans and the Gateway Net Lease Portfolio Subordinate Companion Loans, each of which is secured


 






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by the same
Mortgage on the Gateway Net Lease Portfolio Mortgaged Property. References herein to the Gateway Net Lease Portfolio Whole Loan
shall be construed to refer to the aggregate indebtedness under the Gateway Net Lease Portfolio Mortgage Loan, the Gateway Net
Lease Portfolio Pari Passu Companion Loans and the Gateway Net Lease Portfolio Subordinate Companion Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates
thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the
Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating


 






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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust, delivered to
the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicers), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the Master Servicers or the Special
Servicers shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion
of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
a Master Servicer or a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and
the Master Servicers of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicers, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial Purchasers”:
Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Merrill, Lynch, Pierce, Fenner & Smith Incorporated.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurance Summary
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller
or a third party insurance


 






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consultant on behalf of the related Mortgage Loan Seller that provides a summary of all insurance policies
covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and
the amount of coverage and any applicable deductible.


 


“Intercreditor
Agreement”: (a) Each of the Del Amo Fashion Center Intercreditor Agreement, the Starwood Capital Group Hotel Portfolio
Intercreditor Agreement, Westchester One Intercreditor Agreement, the Market Street – The Woodlands Intercreditor Agreement,
the Olympic Tower Intercreditor Agreement, the iStar Leased Fee Portfolio Intercreditor Agreement, the Gateway Net Lease Portfolio
Intercreditor Agreement and the Crossgates Commons Intercreditor Agreement, (b) any intercreditor agreement entered into in connection
with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future
mezzanine indebtedness permitted under the related Mortgage Loan documents and (c) solely with respect to a Joint Mortgage Loan
treated as a Serviced Whole Loan in accordance with Section 3.30 hereof (to the extent there is no related Intercreditor
Agreement governing the relationship of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan
documents together with the provisions of Section 3.30 hereof.


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered


 






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holders of BANK 2017-BNK5, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK5, Interest Reserve Account”, into which the amounts set forth in Section
3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


“Investor-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


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


 






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


 


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


 


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


 


“iStar Leased
Fee Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of March 30, 2017, by and
between the holders of the respective promissory notes evidencing the iStar Leased Fee Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“iStar Leased
Fee Portfolio Mortgage Loan”: With respect to the iStar Leased Fee Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3.


 


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


 


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


 


“iStar Leased
Fee Portfolio Whole Loan”: The iStar Leased Fee Portfolio Mortgage Loan, together with the iStar Leased Fee Portfolio
Pari Passu Companion Loans, each


 






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


 


“Joint Mortgage
Loan”: Any Mortgage Loan originated by more than one Mortgage Loan Seller. As of the Closing Date, each of the Del Amo
Fashion Center Mortgage Loan and the Market Street – The Woodlands Mortgage Loan is a Joint Mortgage Loan.


 


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


 


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


 


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


 






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


 


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


 






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


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such
lower rate as would result in an aggregate Liquidation Fee equal to $25,000.


 


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


 






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“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization
Date, the Loan-Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related
Controlling Companion Loan. As of the Closing Date, there is no Loan-Specific Directing Certificateholder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK5, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an Eligible
Account.


 






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


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


“Market Street
– The Woodlands Mortgage Loan”: With respect to the Market Street – The Woodlands Whole Loan, the Mortgage
Loan that is included in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by promissory
notes A-2 and A-3.


 


“Market Street
– The Woodlands Mortgaged Property”: The Mortgaged Property that secures the Market Street – The Woodlands
Whole Loan.


 


“Market Street
– The Woodlands Pari Passu Companion Loans”: With respect to the Market Street – The Woodlands Whole Loan,
the Companion Loans evidenced by the related promissory notes A-1 and A-4 and made by the related Mortgagor and secured by the
Mortgage on the Market Street – The Woodlands Mortgaged Property.


 


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


 


“Master Servicer”:
With respect to (a) any Mortgage Loan (other than an NCB Mortgage Loan) and any related Serviced Companion Loan, any REO Property
acquired by the Trust with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters relating to the foregoing,
the General Master Servicer and (b) any NCB Mortgage Loan, any REO Property acquired by the Trust with respect to an NCB Mortgage
Loan and any matters relating to the foregoing, the NCB Master Servicer.


 






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


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a
defective obligation to be treated as a “qualified mortgage”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage
Pass-Through Certificates, Series 2017-BNK5, without recourse, representation or warranty” or in blank and further showing
a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to
such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an
indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)          an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment
of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)          an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BANK 2017-BNK5,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5” (or in the case of any Serviced Whole Loan, in its capacity
as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the
related Serviced Companion


 






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Noteholders) and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)          the
original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced Whole
Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which
letter of credit shall either (A)(x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, name as beneficiary “Wells
Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5”
or (y) in the case of the NCB Mortgage Loans,


 






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name as beneficiary “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2017-BNK5, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK5” 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 applicable Master Servicer on behalf of the Trustee and to
receive, after presentment by the applicable Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such
letter of credit, a reissued letter of credit in the name of the applicable Master Servicer on behalf of the Trustee;


 


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


 


(xiv)          other
than with respect to the NCB Co-op Mortgage Loans, the original or a copy of any property management agreement relating to such
Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


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


 






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the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any
Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the Trustee
shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits
intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title for
the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the applicable Master Servicer, or the applicable Special Servicer on its behalf to enforce
or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the applicable Master Servicer
or the applicable Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will
be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage
Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required or the requirements
of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage
securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii), (v),
(vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable
Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its
behalf, and (f) so long as the Custodian is also the Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan,
any and all document delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein
or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related
Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening
endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of
“Mortgage File”) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian
under the related Non-Serviced PSA); provided that (a) the Custodian shall perform its duties under this Agreement (including,
without limitation, Article II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan
as if such documents were required to be delivered and included in the Mortgage File and as if the Non-Serviced Custodian’s
receipt of the documents contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted
delivery of those same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced
Custodian without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and
(c) if for any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall
otherwise no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender
possession of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the
Non-Serviced Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated
by clauses (ii) through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents
were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.


 






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Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect
to the original Mortgage Note and the other documents referenced in clause (i) of the definition of “Mortgage File”
held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery
requirements for both of the applicable Mortgage Loan Sellers.


 


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


 


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


 


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


 


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


 


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


 


(ii)         the
Mortgagor’s name;


 


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


 


(iv)        the
Mortgage Rate in effect at origination;


 


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


 


(vi)        the
original principal balance;


 


(vii)       the
Cut-off Date Balance;


 


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


 






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(ix)         the
original and remaining amortization terms;


 


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


 


(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)       number
of grace days;


 


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


 


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


 


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


 


(xxiii)     the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)     the
Administrative Cost Rate; and


 


(xxvii)    the
Due Date.


 






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“Mortgage Loan
Seller”: Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in interest,
(ii) Bank of America, National Association, a national banking association, or its successor in interest, (iii) Morgan Stanley
Mortgage Capital Holdings LLC, a New York limited liability company, or its successor in interest, and (iv) National Cooperative
Bank, N.A., a national banking association, or its successor in interest.


 


“Mortgage Loan
Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect
thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance
of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal
to the Cut-off Date principal balance of such Joint Mortgage Loan.


 


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


 


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


 


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


 


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


 


“MSC 2017-H1
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2017, between Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners,
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and trustee, and Trimont Real Estate
Advisors, LLC, as operating advisor and asset representations reviewer.


 


“NCB”:
National Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


“NCB Co-op Mortgage
Loan”: Any NCB Mortgage Loan.


 






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“NCB CREFC®
Schedule AL File”: Any CREFC® Schedule AL File prepared by NCB with respect to the NCB Mortgage Loans.


 


“NCB Master
Servicer”: NCB, and its successors in interest and assigns, or any successor thereto (as NCB Master Servicer) appointed
as provided herein.


 


“NCB Mortgage
Loans”: Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement by NCB and
indicated as an NCB Mortgage Loan on the Mortgage Loan Schedule.


 


“NCB Schedule
AL Additional File”: Any Schedule AL Additional File prepared by NCB with respect to the NCB Mortgage Loans.


 


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


 


“NCB Subordinate
Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with
a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage
loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage is expressly
made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate mortgages
for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage Loan, any other
existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate mortgage
loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof that originates
the subordinate mortgage loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor agreement
and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit SS hereto or
in such other form as shall be acceptable to the NCB Special Servicer and, unless a Control Termination Event has occurred and
is continuing, the Directing Certificateholder (other than with respect to an Excluded Loan as to such party) (provided
that the Trustee shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate mortgage
loan will not be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier than the
maturity date of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for the purpose of
funding capital expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question, (vii) NCB or
any Affiliate thereof that originates the subordinate mortgage loan receives borrower legal opinions as to authority and enforceability
customarily required of borrowers in connection with the origination of similar mortgage loans; and (viii) the aggregate amount
of subordinate debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage debt and any
other existing loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage Loan in
question) does not exceed $7,500,000.


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 






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the case of the Trustee (solely in its capacity
as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other
information for making a recoverability determination. Absent bad faith, the applicable Master Servicer’s, the applicable
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by
an Officer’s Certificate delivered by either the applicable Special Servicer or the applicable Master Servicer to the other
and to the Trustee, the Certificate Administrator and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage
Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls (or, with respect to
the NCB Co-op Mortgage Loans, maintenance schedules), occupancy status, property inspections and any other information used by
such Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing
Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on
the applicable Master Servicer’s or the applicable Special Servicer’s determination that a P&I Advance is or would
be nonrecoverable, and each Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


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


 






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


 






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


 


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


 






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“Non-Retained
Percentage”: An amount expressed as a percentage equal to 100% less the Required Credit Risk Retention Percentage. For
the avoidance of doubt, at all times, the sum of the Required Credit Risk Retention Percentage and the Non-Retained Percentage
shall equal 100%.


 


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


 


“Non-Serviced
Companion Loan”: Each of the Non-Serviced Pari Passu Companion Loans and the Non-Serviced Subordinate Companion Loans.


 


“Non-Serviced
Custodian”: With respect to each Non-Serviced Whole Loan, the “Custodian” under the related Non-Serviced
PSA.


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Del Amo Fashion Center Mortgage Loan, the Starwood Capital Group Hotel Portfolio Mortgage
Loan, the Olympic Tower Mortgage Loan, the iStar Leased Fee Portfolio Mortgage Loan and the Gateway Net Lease Portfolio Mortgage
Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Del Amo Fashion Center Mortgaged Property, the Starwood Capital Group Hotel Portfolio
Mortgaged Property, the Olympic Tower Mortgaged Property, the iStar Leased Fee Portfolio Mortgaged Property and the Gateway Net
Lease Portfolio Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the Del Amo Fashion Center Pari Passu Companion Loans, the Starwood Capital Group
Hotel Portfolio Pari Passu Companion Loans, the Olympic Tower Pari Passu Companion Loans, the iStar Leased Fee Portfolio Pari Passu
Companion Loans and the Gateway Net Lease Portfolio Pari Passu Companion Loans.


 


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


 






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“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) each Non-Serviced Mortgage Loan other than the Del Amo Fashion Center
Mortgage Loan and the Olympic Tower Mortgage Loan, 0.00250% per annum and (ii) Del Amo Fashion Center Mortgage Loan and
the Olympic Tower Mortgage Loan, 0.00125% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the Del Amo Fashion Center Whole Loan, the DAFC 2017-AMO Trust and Servicing Agreement, (ii)
each of the Starwood Capital Group Hotel Portfolio Whole Loan and the Gateway Net Lease Portfolio Whole Loan, the DBJPM 2017-C6
Pooling and Servicing Agreement, (iii) the Olympic Tower Whole Loan, the Olympic Tower 2017-OT Trust and Servicing Agreement and
(iv) the iStar Leased Fee Portfolio Whole Loan, the MSC 2017-H1 Pooling and Servicing Agreement.


 


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


 


“Non-Serviced
Subordinate Companion Loan”: Each of the Del Amo Fashion Center Subordinate Companion Loans, the Olympic Tower Subordinate
Companion Loans and the Gateway Net Lease Portfolio Subordinate Companion Loans.


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Del Amo Fashion Center Whole Loan, the Starwood Capital Group Hotel Portfolio Whole Loan, the
Olympic Tower Whole Loan, the iStar Leased Fee Portfolio Whole Loan and the Gateway Net Lease Portfolio Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed
by such NRSRO


 






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


 


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


 


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


 


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


 


“Olympic Tower
2017-OT Trust and Servicing Agreement”: The trust and servicing agreement, dated as of May 6, 2017, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer and special servicer,
and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian.


 


“Olympic Tower
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of May 6, 2017, by and between the holders
of the respective promissory notes evidencing the Olympic Tower Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


 


“Olympic Tower
Mortgage Loan”: With respect to the Olympic Tower Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3-C.


 


“Olympic Tower
Mortgaged Property”: The Mortgaged Property that secures the Olympic Tower Whole Loan.


 


“Olympic Tower
Pari Passu Companion Loans”: With respect to the Olympic Tower Whole Loan, the Companion Loans evidenced by the related
promissory notes A-1-S, A-2-S, A-3-S, A-1-C1, A-1-C2, A-1-C3, A-1-C4, A-1-C5, A-2-C1 and A-2-C2 and made by the related Mortgagor
and secured by the Mortgage on the Olympic Tower Mortgaged Property.


 


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


 






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


 


“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)(i).


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay)
with respect to any Mortgage Loan, payable pursuant to Section 3.05 of this Agreement; provided, however,
that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Major Decision; provided, further, however, that to the extent such fee is incurred after the outstanding
Certificate Balances of the Control Eligible Certificates and the corresponding portion of the RR Interest have been reduced to
zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in full to the Operating
Advisor as an expense of the Trust; provided, further, that the applicable Master Servicer or the applicable Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor
if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the applicable
Master Servicer or the applicable Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor
prior to any such waiver or reduction).


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of (i) 0.00187%, except with respect to the Westchester One Mortgage Loan, the Market Street – The Woodlands Mortgage
Loan and the Crossgates Commons Mortgage Loan, (ii) 0.00336% with respect to the Westchester One Mortgage Loan, (iii) 0.00341%
with respect to the Market Street – The Woodlands Mortgage Loan and (iv) 0.00688% with respect to the Crossgates Commons
Mortgage Loan.


 






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


 


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


 


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


 


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


 


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


 


(d)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, shall


 






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have been entered against the operating advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and


 






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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


“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 applicable Master Servicer, the applicable Special Servicer, the Trustee, the
Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this
definition and which shall not be subject to liquidation prior to maturity:


 


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


 






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downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class
of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of three (3) months or less, the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s and by Fitch or the long-term debt obligations of
which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of six (6) months
or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term rating category
by Moody’s and Fitch and the long-term obligations of which are rated at least “Aa3” by Moody’s, (C) in
the case of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and Fitch and the long-term obligations of which are rated at least “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (B) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency), (D) for maturities of less than three (3) months, a short-term
rating of “R-1(high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s
and/or Fitch)), and (E) for maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then
rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch));


 


(iii)        repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above and has a long-term unsecured debt rating of “AAA”
or short-term unsecured debt rating of “R-1(high)” from DBRS (if then rated by DBRS and, if not so rated, an equivalent
or higher rating by two other NRSROs);


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each Rating Agency, and (A) if it has a term of three months or less, the short-term obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at
least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term
obligations of which are rated in the highest short-term rating category by


 






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Moody’s and the long-term obligations of which
are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations
of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated
at least “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through
(C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)        commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non-United States jurisdiction) (1) in the case of such investments with maturities of thirty (30) days or less,
the short term obligations of which corporation are rated at least “P-1” by Moody’s and “F1” by Fitch,
or the long-term obligations of which corporation are rated at least “A2” by Moody’s, (2) in the case of such
investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are
rated at least “P-1” by Moody’s and “F1+” by Fitch, or the long-term obligations of which are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “A2” by Moody’s,
(3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the (A) the short-term
obligations of which are rated at least “P-1” by Moody’s, and the long-term obligations of which corporation
are rated at least “Aa3” by Moody’s, and (B) the short-term obligations of which are rated at least “F1+”
by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating
of “F1” by Fitch), and (4) in the case of such investments with maturities of more than six (6) months, (A) the short-term
obligations of which are rated at least “P-1” by Moody’s, and the long-term obligations of which are rated at
least “Aaa” by Moody’s, and (B) the short-term obligations of which are rated at least “F1+” by Fitch,
or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch) (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates
and any Serviced Companion Loan Securities);


 


(vi)       money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo Advantage
Heritage Money Market Fund or the Wells Fargo Advantage Government Money Market Fund) so long as any such fund is rated “Aaa-mf”
by Moody’s and in the highest short term unsecured debt ratings category by each of Fitch and DBRS (or, if not rated by DBRS,
an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or


 






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otherwise acceptable
to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced
Companion Loan Securities;


 


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


 


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


 


provided, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a)
it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change 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, (b) if such instrument may be redeemed at
a price below the purchase price or (c) if such investment is purchased at a premium over par; and provided, further,
however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in
investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the applicable
Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect
the status of any Trust REMIC. Permitted Investments may not be interest-only securities. All investments shall mature or be redeemable
upon the option of the holder thereof on or prior to the Business Day preceding the day before the date such amounts are required
to be applied hereunder.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, and
insurance commissions or fees and appraisal fees received or retained by the applicable Special Servicer or any of its Affiliates
in connection with any services performed by such party with respect to any Mortgage Loan and


 






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Serviced Companion Loan (including
any related REO Property) in accordance with this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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offset by Prepayment Interest Shortfalls
or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and any Serviced Companion Loan, will be retained by the applicable Master Servicer as additional servicing compensation.


 


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


 


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


 


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


 


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


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate


 






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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G and Class H Certificates and the RR Interest.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the RR Interest), an
amount equal to the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate
Principal Distribution Amount for such Distribution Date.


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party
and a Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such party) or
the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation Party’s
consultation rights under this Agreement, (ii) strategically sensitive information that the applicable Special Servicer has reasonably
determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other
interested party and that is labeled or otherwise identified as Privileged Information by the Special Servicer, (iii) information
subject to attorney-client privilege and (iv) any Asset Status Report or Final Asset Status Report. Each Master Servicer, each
Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely on any identification
of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


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


 






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(d) the Restricted Party is required by law, rule, regulation, order, judgment or decree to disclose such information.


 


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


 


Notwithstanding anything
to the contrary in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, such Special Servicer
shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly provide
any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special
Servicer’s employees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, (ii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above and (iii) shall be prohibited from viewing
or otherwise retrieving any such information related to any related Excluded Special Servicer Loan; provided, further,
that nothing in this Agreement shall be construed as an obligation of either Master Servicer or the Certificate Administrator to
restrict access by a Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer
Loan and in no case shall either Master Servicer or the Certificate Administrator be held liable if a Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, that
(a) the applicable Master Servicer shall not restrict access by the applicable Special Servicer to any information related to any
Mortgage Loan, including any Excluded Special Servicer Loan and (b) the Certificate Administrator shall not restrict access by
the applicable Special Servicer to any information related to any Mortgage Loan, including any Excluded Special Servicer Loan;
and provided, further, however, that any Excluded Controlling


 






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Class Holder shall be permitted to reasonably
request and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information
is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated June 19, 2017, relating to the Registered Certificates.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


(ii)         all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (excluding
any portion of such interest that represents Default Interest or Excess Interest on any ARD Loan), to, but not including, the Due
Date therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


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


 






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


 


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


 


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


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect
of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii)
or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated
between the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided
pursuant to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price
that would be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note shall be its respective Mortgage
Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the
foregoing, with respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase
Price” shall not include any amounts payable in respect of any related Companion Loan.


 


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


 






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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become 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, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction rated by Moody’s
(as to which CMBS transaction there are outstanding CMBS rated by Moody’s), (viii) is not a special servicer that has been
cited by Moody’s as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination and (ix) is currently acting as a special
servicer in a transaction rated by DBRS and has not been publicly cited by DBRS as having servicing concerns as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 






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


 






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each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause
(v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted
Average Net Mortgage Rate) of any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a
Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder.


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in June 2060.


 


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


 


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


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Non-Retained Percentage and (B)
the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the


 






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extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion
Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than (ii) the then-aggregate
Certificate Balance of the Principal Balance Certificates (other than the RR Interest) after giving effect to distributions of
principal on such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 






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


 


	
        Related Certificates 
	 	
        Related Lower-Tier Regular
Interest 

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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than
the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the
benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion
Noteholder, which shall initially be entitled “CWCapital Asset Management LLC, as General Special Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage
Pass-Through Certificates, Series 2017-BNK5, REO Account” and (b) with respect to the NCB Co-op Mortgage Loans, the NCB Special
Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b), which shall be titled “National
Cooperative Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the registered holders of the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5”. Any such
account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor
Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any
unpaid Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any
interest accrued and payable to the applicable Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the applicable


 






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Master Servicer,
the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the
Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect
to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed
to the Certificateholders being reduced as a result of the first proviso in the definition of “Aggregate Principal Distribution
Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced
Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion
Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited
circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related
to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with
respect to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Required Credit
Risk Retention Percentage”: 5%.


 


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


 


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


 


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


 


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


 


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


 


“Retained Certificate
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Required Credit Risk Retention
Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale Remittance
Amount.


 






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“Retained Certificate
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Retained
Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage of the
Aggregate Gain-on-Sale Entitlement Amount.


 


“Retained Certificate
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the
Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK5, Retained Certificate Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Retained Certificate
Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Regular
Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(i), (iv), (vii), (x), (xiii),
(xvi), (xix), (xxii) and (xxv) on such Distribution Date.


 


“Retained Certificate
Principal Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Regular
Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(ii), (v), (viii), (xi), (xiv),
(xvii), (xx), (xxiii) and (xxvi) on such Distribution Date.


 


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


 


“Retained Certificate
Realized Loss Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the
product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized Losses and interest
thereon distributed to the Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(iii),
(vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution
Date.


 


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


 






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“Retained Fee
Rate”: A rate equal to (A) 0.01% per annum with respect to each NCB Mortgage Loan, and (B) 0.0025% per annum
with respect to each Mortgage Loan (other than the NCB Mortgage Loans).


 


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


 


“Retaining Parties”:
Each of Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association and Bank of America, National Association, acting as
Holder of the RR Interest, and any successor Holder of all or part of the RR Interest.


 


“Retaining Sponsor”:
Morgan Stanley Mortgage Capital Holdings LLC, acting as retaining sponsor as such term is defined in Risk Retention Rules.


 


“Reverse Sequential
Order”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates
(other than the RR Interest):


 


(A) first, to
the Class H Certificates;


 


(C) second, to
the Class G Certificates;


 


(E) third, to
the Class F Certificates;


 


(G) fourth, to
the Class E Certificates;


 


(I) fifth, to
the Class D Certificates;


 


(J) sixth, to
the Class C Certificates;


 


(K) seventh, to
the Class B Certificates;


 


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


 


(M) ninth, pro
rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class
A-5 Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


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


 


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


 


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


 






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“Risk Retention
Allocation Percentage”: A percentage equal to the Required Credit Risk Retention Percentage divided by the Non-Retained
Percentage.


 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50%
of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor shall
promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to
this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention
Consultation Party has not changed until such parties receive written notice of the identity and contact information of a replacement
of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the Certificate
Registrar). The initial Risk Retention Consultation Party shall be Morgan Stanley Mortgage Capital Holdings LLC, a New York limited
liability company.


 


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


 


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


 


“RR Interest”:
A Certificate (or all Certificates, as the context may require) designated as “RR Interest” on the face thereof, in
the form of Exhibit A-4 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and (ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


“RR Interest
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to
the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate amount of Excess Interest received on or
prior to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof,
beneficial ownership of which is represented by the RR Interest.


 


“RR Interest
Transfer Restriction Period”: The period from the Closing Date to the latest of (i) the date on which the aggregate unpaid
principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans; (ii) the date on which the aggregate outstanding principal balance of the


 






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Principal Balance Certificates has been reduced
to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Cut-off Date; (iii) two
years after the Closing Date; and (iv) the date on which the Risk Retention Rules have been effectively abolished or officially
determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the
Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


“Schedule AL
Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File.


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor
as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending
after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
by the applicable Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the applicable
Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with
respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related
Due Date or last day of such Grace Period, as applicable,


 






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to the extent received by the applicable Master Servicer as of the Business
Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.


 


“Secure Data
Room”: The webpage, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Secure Data Room” tab on the page relating to this transaction.


 


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


 


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


 


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


 


“Serviced AB
Mortgage Loan”: For the avoidance of doubt, there are no Serviced AB Mortgage Loans as of the Closing Date.


 


“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Whole Loans as of the Closing Date.


 


“Serviced Companion
Loan”: Any Serviced Pari Passu Companion Loans and any AB Subordinate Companion Loan related to a Serviced AB Whole Loan,
as applicable.


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the Westchester One Pari Passu Companion Loan, (b) the Market Street –
The Woodlands Pari Passu Companion Loans, (c) the Crossgates Commons Pari Passu Companion Loan and (d) any AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Mortgage
Loan”: Each of (a) the Westchester One Mortgage Loan, (b) the Market Street – The Woodlands Mortgage Loan, and
(c) the Crossgates Commons Mortgage Loan.


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the Westchester One Pari Passu Companion Loan, (b) the Market Street – The Woodlands
Pari Passu Companion Loans, and (c) the Crossgates Commons Pari Passu Companion Loan.


 






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


 


“Serviced
Pari Passu Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the
Trust Fund, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) the Westchester One Mortgage Loan, (b) the Market Street – The Woodlands
Mortgage Loan, (c) the Crossgates Commons Mortgage Loan and (d) each Servicing Shift Mortgage Loan (prior to the related Servicing
Shift Securitization Date).


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the Westchester One Whole Loan, (b) the Market Street – The Woodlands Whole
Loan, (c) the Crossgates Commons Whole Loan and (d) each Servicing Shift Mortgage Loan (prior to the related Servicing Shift Securitization
Date).


 


“Serviced
REO Loan”: Any REO Loan that is serviced by a Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by a Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of the Serviced Pari Passu Whole Loans and any Serviced AB Whole Loan.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) one (1) business
day after the “determination date” (or any term substantially similar thereto) as defined in the related Other Pooling
and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business Day
after the Due Date.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


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


 






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“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the applicable Master Servicer, the applicable Special Servicer,
Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage
Loan (and in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced
Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is
reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO
Property (other than an REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause
(a) and clause (b), but not limited to, (x) the cost of (i) compliance with the applicable Master Servicer’s
obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and
the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature
described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement
or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management,
maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing
Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead
of the applicable Master Servicer or the applicable Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicers, the Special
Servicers, or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights
granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate
includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate,
which is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal
Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans.
With respect to each Serviced Companion Loan, a per annum rate equal to 0.00250%.


 


“Servicing
File”: A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a
Mortgage Loan


 






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and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable
Master Servicer: (i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel
property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll (or, with respect to
an NCB Co-op Mortgage Loan, a maintenance schedule) and, for any office, retail, industrial or warehouse property, a copy of all
leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between
the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the
related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that
were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications,
extensions and amendments related to the above, any Appraisals and any other document necessary to service the Mortgage Loans
(other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, in each case, that are created or prepared after
the Closing Date.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than either Master
Servicer, either Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably
determines that a Master Servicer or a Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant
to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person.
The Servicing Function Participants as of the Closing Date are listed on Exhibit FF hereto. Exhibit FF shall be
updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


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


 






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of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, there are no Servicing Shift Lead Notes.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on and after the applicable
Servicing Shift Securitization Date. As of the Closing Date, there are no Servicing Shift Mortgage Loans.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a Non-Serviced Trust; provided that the holder of such Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. For the avoidance of doubt, as
of the Closing Date, there are no Servicing Shift Whole Loans.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing
of which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on or after the applicable Servicing Shift Securitization Date. As of the Closing Date, there
are no Servicing Shift Whole Loans.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion
Loan, the occurrence of any of the following events:


 


(i)          the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master
Servicer or the applicable Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject
only to customary final closing conditions) refinancing commitment or purchase and sale agreement from an acceptable lender or
purchaser, as applicable, and reasonably satisfactory in form and substance to the applicable Master Servicer or the applicable
Special Servicer (and such Master Servicer or such Special Servicer, as applicable, shall promptly forward such documentation
to the applicable Special Servicer or the applicable Master Servicer), which provides that a refinancing of such Mortgage Loan
or


 






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sale of the related Mortgaged Property will occur within one hundred-twenty (120) days after the date on which such Balloon
Payment will become due (provided that if either (x) such refinancing or sale does not occur before the expiration of the
time period for refinancing or sale specified in such documentation or (y) the applicable Master Servicer is required to make
a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan
included in the same Serviced Whole Loan) at any time prior to such refinancing or sale, a Servicing Transfer Event will occur
immediately); or


 


(ii)      
 the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has
continued unremedied for sixty (60) days; or


 


(iii)      
 the applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable
Special Servicer a written determination of such Special Servicer (which determination the applicable Special Servicer shall
make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with
respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is
continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related
Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect to (x)
an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and
is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default in making
any Periodic Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under
the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to
remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the applicable
Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer a written
determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance with the
Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with
respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced
AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the holder of the
related AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B)
following consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such
party and only if a Control Termination Event 


 






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has occurred and is continuing but no Consultation Termination Event has occurred
and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default
in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for
at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered a written
and fully executed (subject only to customary final closing conditions) refinancing commitment or purchase and sale agreement
from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to the applicable Master
Servicer or the applicable Special Servicer (and such Master Servicer or such Special Servicer, as applicable, shall promptly
forward such documentation to the applicable Special Servicer or applicable Master Servicer, as applicable) which provides that
a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty (120) days
following the date on which such Balloon Payment will become due, the applicable Master Servicer determines (in accordance with
the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer (which
determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of
the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance
of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by
the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than
with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of
a Control Appraisal Period)), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such
a refinancing or sale or (B) such refinancing or sale is not likely to occur within one hundred-twenty (120) days following the
date on which such Balloon Payment will become due); or


 


(iv)       there
shall have occurred a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s
judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the related
Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable
judgment of the applicable Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special Servicer
(A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party
and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, prior to
the occurrence and continuance of an AB Control Appraisal Period,


 






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the prior consent of the related AB Whole Loan Controlling Holder,
to the extent required by the terms of the related Intercreditor Agreement) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing))), materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the
interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of any related Serviced Companion Loan
holder), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced
Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


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


 


(vii)      the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


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


 


(ix)       
the applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and
only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to
the occurrence and continuance of a Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling
Holder, to the extent required by the terms of the related Intercreditor Agreement))) determines that (i) a default
(including, in the applicable Master Servicer’s or the applicable Special Servicer’s judgment, the failure of the
related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such


 






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default has been waived in accordance with Section
3.07 or Section 3.18) under the Mortgage Loan documents (other than as described in clause (iii) above) is imminent
or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security
for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests
of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied
for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default
is capable of being cured, for sixty (60) days;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar
quarter of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents.


 


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


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, any Non-Serviced Mortgage
Loan and any Excluded Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired by the Trust with respect
to any such Mortgage Loan and any matters relating to the foregoing, the General Special Servicer, and its successors in interest
and assigns, or any successor special servicer appointed as herein provided, (ii) any NCB Mortgage Loan, any REO Property acquired
by the Trust with respect to any such NCB Mortgage Loan and any matters relating to the foregoing, the NCB Special


 






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Servicer and
(iii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g)
of this Agreement, as applicable and as the context may require.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the related Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such
Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee with respect to any
Mortgage Loan that would be less than (i) $3,500 with respect to any Mortgage Loan other than an NCB Mortgage Loan or (ii) $1,000
with respect to any NCB Mortgage Loan, in each case, in any given month, then the Special Servicing Fee Rate for such month for
such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee
equal to $3,500 (in the case of any such Mortgage Loan other than an NCB Mortgage Loan) or $1,000 (in the case of any NCB Mortgage
Loan) for such month with respect to such Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“Starwood
Capital Group Hotel Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of May
25, 2017, by and between the holders of the respective promissory notes evidencing the Starwood Capital Group Hotel Portfolio
Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Starwood
Capital Group Hotel Portfolio Mortgage Loan”: With respect to the Starwood Capital Group Hotel Portfolio Whole Loan,
the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced
by promissory note A-3.


 


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


 


“Starwood
Capital Group Hotel Portfolio Pari Passu Companion Loans”: With respect to the Starwood Capital Group Hotel Portfolio
Whole Loan, the Companion Loan evidenced by the related promissory notes A-1, A-2, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12,
A-13, A-14, A-15, A-16 and A-17 and made by the related Mortgagor and secured by the Mortgage on the Starwood Capital Group Hotel
Portfolio Mortgaged Property.


 






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


 


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


 


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


 


(ii)         all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)    
   the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on
such Mortgage Loan) and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the
case of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of substitution); and


 


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


 


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


 


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


 


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


 






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


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such
date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


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


 


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


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of a Master Servicer, a Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing
functions required to be performed by such Master Servicer, such Special Servicer or an Additional Servicer under this Agreement,
with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between a Master Servicer or a Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or


 






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more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


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


 


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


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then
included in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then included
in the issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding
REO Loan), as determined by an appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer
and the Controlling Class and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under
the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the related Non-Serviced Master Servicer in accordance with clause (2) above.


 


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


 


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


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer
hereunder exceeds the sum of (i) the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable
to primary servicing and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing
Interest is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt,
the Transferable Servicing Interest (A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with respect to
each Mortgage Loan (other than the NCB Mortgage Loans) is zero.


 






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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BANK 2017-BNK5”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the applicable
Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements
(to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii)
all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest
therein), amounts on deposit in the Collection Accounts (to the extent of the Trust’s interest therein), the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account),
the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Retained Certificate
Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset
of the Trust.


 






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Notwithstanding
anything herein, with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage
Loan Schedule as “Gateway Net Lease Portfolio”, solely for income tax purposes, none of the moneys held in the “Earnout
Escrow Account” described in Section 2.1.3 of the related loan agreement (the “Gateway Loan Agreement”),
dated as of May 19, 2017, between JPMorgan Chase Bank, National Association and Bank of America, N.A., collectively as lender,
and the entities set forth on a schedule attached to the Gateway Loan Agreement, collectively as borrower, shall be treated as
the assets of any REMIC but shall instead be treated as held in an outside reserve account, the owners of which, for income tax
purposes, shall be the “Joining Borrower” (as defined in an exhibit to the Gateway Loan Agreement referred to as the
“Joinder Agreement”).


 


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


 


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


 


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


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 


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


 


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


 


“Uncovered
Amount”: With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable
Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in
such Collection Account pursuant to this Agreement, but which cannot be so paid or reimbursed because such general funds are insufficient
to cover such payment or reimbursement; provided, that any such additional trust fund expense, Nonrecoverable Advance or
other item shall be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement
thereof.


 


“Underwriters”:
Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Drexel
Hamilton, LLC.


 


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


 


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


 






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


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but
in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and
such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 






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“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding
such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote
for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b), taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.05(a)) of the Principal Balance Certificates (other than the RR Interest), determined as of the Distribution
Date immediately preceding such time. None of the Class R or Class V Certificates or RR Interest will be entitled to any Voting
Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or,
in the case of the initial Distribution Date, as of the Closing Date).


 


“Westchester
One Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of June 29, 2017, by and between
the holders of the respective promissory notes evidencing the Westchester One Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Westchester
One Mortgage Loan”: With respect to the Westchester One Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1.


 


“Westchester
One Mortgaged Property”: The Mortgaged Property that secures the Westchester One Whole Loan.


 


“Westchester
One Pari Passu Companion Loan”: With respect to the Westchester One Whole Loan, the Companion Loan evidenced by the
related promissory note A-2 and made by the related Mortgagor and secured by the Mortgage on the Westchester One Mortgaged Property.


 


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


 






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One Whole
Loan shall be construed to refer to the aggregate indebtedness under the Westchester One Mortgage Loan and the Westchester One
Pari Passu Companion Loan.


 


“Whole
Loan”: Any of (i) the Del Amo Fashion Center Whole Loan, (ii) the Starwood Capital Group Hotel Portfolio Whole Loan,
(iii) the Westchester One Whole Loan, (iv) the Market Street – The Woodlands Whole Loan, (v) the Olympic Tower Whole Loan,
(vi) the iStar Leased Fee Portfolio Whole Loan, (vii) the Gateway Net Lease Portfolio Whole Loan and (viii) the Crossgates Commons
Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three (3) Periodic Payments under its modified
terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to
the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section
3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation
Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other
than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date,
received on each Corrected Loan for so long as it remains a Corrected Loan.


 


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


 


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


 






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(i)           All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)       
  Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually
received by the applicable Master Servicer or the applicable Special Servicer; provided, however, that for
purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed
to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the
related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan, on which interest
accrues.


 


(iii)      
  Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a
Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution
Date after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a) or Section
4.01(b), as applicable, and Section 4.01(c), (b) any Realized Losses or Retained Certificate Realized Losses, as
applicable, allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section
4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were
previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal
Distribution Amount or the Retained Certificate Principal Distribution Amount, as applicable, which recoveries are allocated
to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)        Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt
of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion
Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property.


 


(v)      
  Any reference to “expense of the trust” or “additional trust fund expense” or words of similar
import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the
related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the
extent


 






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such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01      Conveyance of Mortgage Loans. (a)The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee,
in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests) all the right, title and interest of the Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other
than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the
foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the
Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s beneficial interest
in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues
received in respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the applicable
Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to
this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment
of Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit,
indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the
extent of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the
Servicing Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Accounts
(to the extent of the Depositor’s interest therein), the Lower Tier REMIC Distribution Account, the Upper Tier REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate
Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Retained Certificate Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO Account), including any
reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent


 






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of the Depositor’s
interest therein); (xii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent
not covered by clause (ii) above); (xiii) the Lower Tier Regular Interests; and (xiv) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any
reserve accounts, to the extent such interest belongs to the related Mortgagor, and any Retained Defeasance Rights and
Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than
(i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments
of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in June
2017 but have their first Due Date after June 2017, any interest amounts relating to the period prior to the Cut-off Date).
The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2,
3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to
the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended
that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the
assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10,
13 and 15 in connection therewith.


 


(b)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the applicable Master Servicer) for each Mortgage Loan.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage
Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed
to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note,
together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the
Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this


 






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Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original
or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the
applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date set forth herein, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county
recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments referred to
in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the original thereof
submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty
(180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the
Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian
no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable
Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof)
of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded or
filed), for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed
to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing
or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance company to
be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before the date
set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller
or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller
is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable)
any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)
of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to
any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to
such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer period, not to exceed eighteen (18) months, which


 






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the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of
the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan
Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”,
and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan
on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence
of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c)
of this Agreement. Notwithstanding anything herein to the contrary, with respect to the delivery of a letter of credit in
the manner described in clause (A) of clause (xii) of the definition of “Mortgage File”, the applicable
Mortgage Loan Seller shall deliver the original to the applicable Master Servicer (which letter of credit shall be titled in the
name of, or assigned to, “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of the BANK 2017-BNK5, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK5” or “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK5”, as applicable), and a copy to the Custodian or, if such original has been submitted by
the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit
(changing the beneficiary thereof to the applicable Master Servicer (in care of the Trustee, as titled above) that may be required
in order for such Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms
thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the
Custodian within ten (10) Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such
letter of credit, the transfer documentation and such transmittal communication to the issuing bank indicating that such document
has been delivered to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the applicable
Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or
of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate transfer or
assignment documents to the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the
related Mortgagor, the applicable Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s
interest from such Mortgage Loan Seller to the applicable Master Servicer on behalf of the Trust as required hereunder and shall
cooperate with the reasonable requests of the applicable Master Servicer in connection with effectuating a draw under any such
letter of credit prior to the date such letter of


 






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credit is reissued to the applicable Master Servicer on behalf of the Trust.
Regardless of the manner of delivery, the related Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase
Agreement to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of such
Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and power to draw on the
letter of credit.


 


(c)          Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In


 






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the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable
Master Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)      
  All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession
relating to the Mortgage Loans (including, in the case of such Mortgage Loan Seller, originals or copies of all financial
statements, operating statements, appraisals, environmental reports, engineering reports, Insurance Policies, certificates,
guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills, third-party management agreements,
asset summary and financial information on the borrower/sponsor and any guarantor, but in any case excluding the applicable
Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its
Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its
Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications or
constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not
required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the
servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within five (5) Business Days after the
Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the
immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)       
 In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall
deliver to the Trustee and the applicable Master Servicer, on or before two (2) Business Days after the Closing Date, a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.


 


(f)      
  The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all
events within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on
deposit in escrow accounts


 






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


 


(g)      
  With respect to the Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule
as “Richmond Marriott Short Pump”, “Charlotte Southpark Marriott” and “Marriott Minneapolis
Northwest”, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort
letter to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new
document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for
the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required
notice or make any such required request to the related franchisor (with a copy of such notice or request to the applicable
Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the applicable Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire
such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated
under the existing comfort letter). If the applicable Master Servicer is unable to acquire any such replacement comfort
letter (or new document or acknowledgement, as applicable) within one hundred-twenty (120) days of the Closing Date, such
Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been
received.


 


(h)       
 Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage
Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by
uploading such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but
in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the
Depositor a certificate (with a copy (which may be sent by e-mail) to each of the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset
Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents and information
uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence
File” and such Diligence Files are organized and categorized in accordance with the electronic file structure
reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File
Certification”).


 


(i)        
 Notwithstanding anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations
of each of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the
Custodian shall be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party
to the Custodian. With respect to a Joint Mortgage Loan that is serviced under this Agreement, the obligations of the
applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or any document required to be
delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage Loan
Sellers


 






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may deliver one Mortgage File or one of any other document
required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements
for each of the applicable Mortgage Loan Sellers.


 


(j)          Within
five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master
Servicer via email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop
(in the case of the NCB Master Servicer) the Initial Schedule AL File covering all of the Mortgage Loans (in the case of the
General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer), the Initial Schedule AL Additional
File covering all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of
the NCB Master Servicer) and the Annex A-1 to the Prospectus.


 


Section
2.02      Acceptance by Trustee. (a) The Trustee, by the execution and delivery of
this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section
2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i)
of the definition of “Mortgage File” with respect to each Mortgage Loan and of all other assets included in the
Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of
the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and
(b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such
Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate
indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section
2.02.


 


(b)          Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
the Depositor, the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso of the
definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Sellers


 






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have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such
Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of
“Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but
never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have
not been returned by the filing office or the recorder’s office).


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)          Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior to the occurrence
and continuance of a Control Termination Event), and the applicable Special Servicer may, in accordance with the Servicing Standard,
after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu
of repurchasing or substituting for the related Mortgage Loan, to deposit with the applicable Master Servicer an amount, to be
held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated
Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the applicable
Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable,
shall be held by the applicable Master Servicer (i) until the date on which the Custodian determines and notifies such Master


 






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Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time
such Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two (2) immediately
preceding sentences, if the applicable Master Servicer or the applicable Special Servicer certifies to the Trustee, the Certificate
Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect
to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or
remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related
Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section
5 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be
required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with
any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office and
provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such
recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that
the related Mortgage Loan Seller has delivered a letter of credit to the applicable Master Servicer in accordance with this Section
2.02(d), such Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such
draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in
which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related
Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Accounts shall be
invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall
be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the
Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan
Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)          It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC


 






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Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one (1) state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two (2) or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two (2) or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in
the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be
delivered on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such
UCC Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)          If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan
Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects
are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the
nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required
to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording
or filing and have not been returned by the recorder’s office or filing office).


 


(g)          If
a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a
Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the applicable Master
Servicer or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice
(which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to
the next Business Day) of such 15Ga-1 Repurchase Request or


 






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withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller)
and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided
pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to
the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced
Loan, or to the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following
statement in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of
the Pooling and Servicing Agreement relating to BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase
Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall be deemed to be
the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures
set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue
of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection
with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the applicable Master Servicer or the applicable Special
Servicer, then such party shall give notice of such


 






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withdrawal or rejection to such Master Servicer or such Special Servicer,
as applicable. Any such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor,
Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice,
to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable Master
Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans) shall promptly notify the Depositor of such repurchase or replacement.


 


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


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)         The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)        There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other


 






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governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)          After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan
Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party
to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in
all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or successor
REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof), at the applicable
Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary
of the Closing Date) and pay the applicable Master Servicer for deposit into the Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material
Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage
Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such
additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole
Loans, for which no substitution will be permitted)); provided, further, that with respect to such Extended Cure
Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an


 






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Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect
is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing
in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect
will be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured
after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long
as such Mortgage Loan Seller certifies to the Trustee, the applicable Master Servicer, the applicable Special Servicer and the
Certificate Administrator no less than every ninety (90) days, beginning at the end of such Initial Cure Period, that such Material
Defect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller
is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any
Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders
therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure
Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the
preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted
by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the applicable Master Servicer for deposit into
the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the applicable
Special Servicer on behalf of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in
respect of any Mortgage Loan that is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class, in either case, with the consent of the Directing Certificateholder or the Holder of the majority
of the Controlling Class, the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with
respect to any Non-Specially Serviced Loan, the applicable Master Servicer shall promptly provide the applicable Special Servicer,
but in any event within the time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject
to a Servicing Transfer Event), with the Servicing File and all information, documents and records relating to such Non-Specially
Serviced Loan and any related Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise
reasonably available to the applicable Master Servicer, and reasonably required by the applicable Special Servicer to permit the
applicable Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such
Mortgage Loan were subject to a Servicing Transfer Event). The Loss of


 






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Value Payment shall include the portion of any Liquidation
Fees payable to the applicable Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset
Representations Reviewer attributable to the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) and not previously paid by the Mortgage Loan Seller. If such Loss
of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
applicable Special Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing
in this paragraph shall preclude the Mortgage Loan Seller or the applicable Special Servicer from exercising any of its rights
related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section
2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such
Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect
as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for (i) the reasonable amount of any such costs and expenses incurred by the applicable Master Servicer, the applicable Special
Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been
reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations
Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the
Asset Review of such Mortgage Loan; provided that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller
shall be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses unless such Breach relates
solely to the Mortgage Note contributed by such Mortgage Loan Seller. Except as provided in the proviso to the immediately preceding
sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and, upon its making such remittance,
the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses
that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion
of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor
shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each
Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the applicable Master


 






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Servicer or the
applicable Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part
of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related
Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced
and received by the applicable Master Servicer or the applicable Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by such Master Servicer or such Special
Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding
anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material
Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure,
repurchase or substitute for the related Mortgage Loan if (i) the related Mortgage Loan Seller did not otherwise discover or have
knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase
Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement,
or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason
of the Custodial Exception Report or possession of the Mortgage File) (iii) such delay precludes such Mortgage Loan Seller from
curing such Material Defect and (iv) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified
mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage. Notwithstanding the foregoing, if a Mortgage
Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then
the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged
Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such
Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth
in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release
in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax
upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b)
the absence from the


 






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Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of Mortgage File; (d) the absence from the
Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the
Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy
of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments
were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter of credit; or
(f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in sub-clauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect
the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage
Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in sub-clauses (b) through (f) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian
not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable


 






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Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate
Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer of a trust receipt executed by
the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the applicable
Master Servicer and the applicable Special Servicer (other than attorney-client communications that are privileged communications),
and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed
or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5 of the related
Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest in such
Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired
in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          Section
5 of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03 provide the sole remedy available to
the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the applicable Master Servicer or the applicable Special Servicer, with respect to any Material
Defect.


 


(f)          The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by a Master Servicer or a Special Servicer with respect to the enforcement
of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the
extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise
provided for herein. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall be reimbursed for
the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related
Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first and second are insufficient,
then pursuant to Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit in the related
Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant
to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)          If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and


 






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subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of
such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on
Advances at the Reimbursement Rate, fees owed to the Master Servicers or the Special Servicers, and unpaid or unreimbursed expenses
of the Trustee, the Certificate Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage
Loan. The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage
Loan Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the applicable Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that such Special Servicer may waive the collection of amounts due on
behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)         
 Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed
Underlying Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan
required to be repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related
Mortgage; provided, however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the
terms and conditions of the related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the
Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller
obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the contemplated


 






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action will not cause an Adverse REMIC Event and (iii) in connection
with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


 


(j)         
 With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to
repurchase or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section
2.03(i) while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan
Group, the applicable Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the
Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing
its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage
Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to
exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair
the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed
Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear
from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be
modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of
material impairment as a result of the exercise of remedies.


 


(k)          (i)In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly
forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject
to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


 


(ii)          In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 






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


 


(l)       
   (i)After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan
(whether the Repurchase Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the
Directing Certificateholder), the Enforcing Servicer shall send a notice (a “Proposed Course of Action
Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting
Certificateholder’s Repurchase Request, and to the Certificate Administrator (which shall be delivered via electronic
mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available to all other Certificateholders
and Certificate Owners by posting such notice on the Certificate Administrator’s Website indicating the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed Course of
Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent
from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed
Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such
30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with
the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in
circumstances where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow the course of action
agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to
mediation or arbitration, as the case may be, (c) a statement that responding Certificateholders will be required to certify
their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or
“disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for
responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. The
Certificate Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate
the responses received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate
Administrator shall only count responses timely received that clearly indicate agreement or dissent with the related Proposed
Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of
determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate
Administrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of
Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section
2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or
“disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)


 






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on the Certificate Administrator’s tabulation
of the responses of the responding Certificateholders and whether that amount constitutes a majority. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any,
or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder (other than the holder of the RR Interest) or Certificate Owner does not agree with the
dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other
Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute
Resolution Election Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate
Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received
responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action, such responses will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of
Action.


 


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


 


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


 






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to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


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


 


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


 


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


 






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(viii)     
 For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates
shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)         The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 


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


  


(i)         
 The mediation shall be administered by a nationally recognized mediation services provider selected by the related
Mortgage Loan Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of
mediation (such provider, the “Mediation Services Provider”) in accordance with published mediation
procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.


 


(ii)          The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


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


 


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


 


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


 


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


 


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


 






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


 


(ii)          The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(vi)         The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it
is required pursuant to Section 2.02(g).


 


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


 


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


 






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


 


(p)          Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase
with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With
respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note
sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


 


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


 


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


 


[End
of Article II]


 






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Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01     The
Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers and the Special Servicers shall diligently
service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated
(as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
Holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature
of such Companion Loans (as determined by the applicable Master Servicer or the applicable Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature
of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the applicable
Master Servicer or the applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may
be, to violate the Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect
to all Mortgage Loans (other than the NCB Mortgage Loans), any related Serviced Companion Loan and other related assets in the
Trust and, as such, shall service and administer such Mortgage Loans, any related Serviced Companion Loan and such other assets
as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General Special
Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced
Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any related
Serviced Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under any
related Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage Loans and
other related assets in the Trust and, as such, shall service and administer such NCB Mortgage Loans and such other assets as
shall be required of the applicable Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect
to the NCB Co-op Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB Co-op
Mortgage Loans and such other assets as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement
and any references to the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans
in the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable
Master Servicer or the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or


 






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other
related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing,
each Master Servicer and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer,
as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill,
prudence and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers
similar mortgage loans owned by such Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the
timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case
of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis
on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari
passu, as applicable, nature of the related Companion Loan), as determined by the applicable Master Servicer or the applicable
Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and
usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan
servicers, but without regard to any conflict of interest arising from: (i) any relationship that the applicable Master Servicer,
the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer may have with any Mortgagor,
any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate
of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to
a Mortgage Loan by the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or
such Special Servicer, as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances; (iv) the
right of the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive
compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the
ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that
the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended
to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to
purchase any Mortgage Loan or the related Companion Loan the applicable Master Servicer or the applicable Special Servicer, as
the case may be, or any of its Affiliates, may have; and (viii) any obligation of the applicable Master Servicer or the applicable
Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller
(if such Master Servicer or such Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing,
collectively referred to as the “Servicing Standard”).


 






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The applicable Master
Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the applicable Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the applicable Special Servicer, as if no Servicing Transfer Event had occurred and
with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such
failure results from a failure of the applicable Special Servicer to provide sufficient information to such Master Servicer to
comply with such duties or failure by such Special Servicer to otherwise comply with its obligations hereunder. No Master Servicer,
in its capacity as a Master Servicer, shall have any responsibility for the performance by a Special Servicer, in its capacity
as a Special Servicer, of its duties under this Agreement. No Special Servicer, in its capacity as a Special Servicer, shall have
any responsibility for the performance by a Master Servicer, in its capacity as a Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the applicable Master Servicer shall be obligated to service and administer any Non-Specially
Serviced Loan or any related Serviced Companion Loan. The applicable Special Servicer shall make the property inspections, use
its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls (or, with respect to NCB
Co-op Mortgage Loans, maintenance schedules) and forward to the applicable Master Servicer the reports in respect of the related
Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the
applicable Master Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by such Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the applicable Master Servicer. No provision herein contained
shall be construed as an express or implied guarantee by the applicable Master Servicer or the applicable Special Servicer of the
collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair
or adversely affect any rights or benefits provided by this Agreement to such Master Servicer or such Special Servicer (including
with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon).
Any provision in this Agreement for any Advance by the applicable Master Servicer or the Trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk
of loss with respect to one or more of


 






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the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicers
or the Special Servicers for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time
after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)           Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the applicable Master Servicer and the applicable Special Servicer (with respect to (x) Major Decisions on the Mortgage
Loans and (y) the Specially Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if applicable,
the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf
of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee
or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this
Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property
and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements
and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18
and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained
in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The applicable Master Servicer (with respect to
Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall provide to the
Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the applicable Master
Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special
Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable Master Servicer or the applicable
Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto,
as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer, as applicable)
and other documents necessary or appropriate to enable the applicable Master Servicer or the applicable Special Servicer, as the
case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
shall not be held responsible or liable for any acts of the applicable Master Servicer or the applicable Special


 






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Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer.
Notwithstanding anything contained herein to the contrary, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely
under the Trustee’s name without indicating such Master Servicer’s or such Special Servicer’s, as the case may
be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit
or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that such Master Servicer
or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the
initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of such Master
Servicer or such Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding, and shall not be required to obtain the Trustee’s consent or indicate such Master Servicer’s or
such Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)           To
the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable Master
Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms
of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the
Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable
Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that
the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are
silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the
applicable Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The applicable Master
Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 






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(d)          The
relationship of each of the Master Servicers and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)           Each
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)           Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, the applicable Master Servicer shall notify
each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule,
that the Trust is the leasehold mortgagee and that the applicable Master Servicer or the applicable Special Servicer shall service
the related Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases
shall be paid by the related Mortgagor.


 


With respect to letters
of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,
(a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other
applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the
applicable Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty
(60) days of the Closing Date, the applicable Master Servicer shall present such letter of credit and the related assignment documentation
delivered by the Mortgage Loan Seller in accordance with such subclause of the definition of “Mortgage File” to the
letter of credit bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in
the name of (x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, “Wells Fargo Bank, National Association,
as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders
of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5” or (y) in the case of the NCB Mortgage
Loans, “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5”.
The applicable Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from the issuing
letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date. The related
Mortgage Loan Seller shall provide such reasonable cooperation as requested by the General Master Servicer, including without limitation
by delivering such additional assignment or amendment documents required by the issuing bank in order to reissue a letter of credit
as provided above.


 


If a letter of credit
is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated in the preceding
sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable Master Servicer or the applicable
Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the
related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit,
then the applicable Mortgage


 






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Loan
Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.
If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the
related letter of credit, and such Mortgagor fails to pay such costs and expenses after the applicable Master Servicer has exercised
reasonable efforts to collect such costs and expenses from such Mortgagor, then such Master Servicer shall give the applicable
Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such
costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses
of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the applicable Master Servicer nor the applicable
Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related
Mortgage Loan Purchase Agreement.


 


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


 


(g)           Notwithstanding
anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable) make an Advance
with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included
in the Trust Fund.


 


(h)           Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(i)            The
applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the
extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder(s),
in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan(s) and then, pro rata and pari passu,


 






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by the
Trust and any Serviced Pari Passu Companion Loan(s), in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s).


 


(j)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicers
nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
applicable Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement
(pursuant to the related Intercreditor Agreement) has not been entered into, the applicable Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining
that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that
needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the proviso to the preceding sentence, the applicable Master Servicer shall, from collections on the
related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by such Master
Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such
Servicing Advances had been made by such Master Servicer hereunder.


 


(k)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and the applicable
Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the
related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any Specially
Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce
the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and
Non-Serviced PSA.


 






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(l)            The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and the applicable
Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related
Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the applicable
Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of the rights of the
Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict
between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)          [RESERVED.]


 


(o)           For
the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the applicable Master Servicer to provide information and collections and make P&I Advances to the Certificate
Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt
of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)           Nothing
contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special Servicer to lend
money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an NCB Co-op Mortgage
Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness may be secured
by a lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was


 






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not a
party to this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed
to modify or supersede the Servicing Standard.


 


Section 3.02     Collection
of Mortgage Loan Payments. (a)Each of the applicable Master Servicer and the applicable Special Servicer shall each make reasonable
efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are
consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each
Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer shall be permitted
to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest to
the extent permitted under the related Mortgage Loan documents; provided, further, that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash
flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master Servicer or the applicable
Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that such Master Servicer
or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the
foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with
respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such
Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or the applicable Special
Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of
a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if such Master Servicer or such
Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within
five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Termination Event, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing
Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder
shall not have any consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan as to such party
with respect to the foregoing waivers.


 


(b)           (i)All
amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the
Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents


 






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(including
any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with a workout
of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from
the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each
Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor
Agreement) shall be applied in the following order of priority:


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest and
Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the
applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


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


 


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


 


(ii)           Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating,


 






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managing,
leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan, exclusive
of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement)
shall be applied in the following order of priority:


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest
and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (i) of this clause third that either (A) was not advanced because of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage
Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


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


 


(c)           To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)           In
the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the Determination
Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special Servicer
will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such Special
Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related
Distribution Date. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or


 






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the Trustee
shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding
statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)           In
connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)           Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the
related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the applicable Master Servicer all
amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer
all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related
Non-Serviced PSA. The applicable Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit
into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section 3.03     Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a)Each Master Servicer shall establish and maintain one or more
accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited and retained,
and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable, the Companion
Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder(s) collectively, but this shall not be construed to modify the respective interests
of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent
permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the applicable Master Servicer, if applicable, for any


 






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Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances
in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described
below or, if not so required, to the applicable Master Servicer; (v) after the occurrence of an event of default under the related
Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi)
withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents;
or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.
As part of its servicing duties, the applicable Master Servicer shall pay or cause to be paid to the related Mortgagors interest
on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the applicable Master Servicer be required to remit to any Mortgagor any amounts in excess
of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and
applicable law, the applicable Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)           The
applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each
related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts consistent
with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the applicable Master Servicer at the written direction of the applicable Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the
case of REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any
event, prior to the


 






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institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)           In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the applicable Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as
the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the applicable
Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the
date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or
REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further,
that the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to
be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to more
than one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a
monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to
the ultimate payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that
in an urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing Advance
in its sole discretion. Within five (5) Business Days of making such a Servicing Advance, such Special Servicer shall deliver to
the applicable Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation
in such Special Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may reasonably request,
and such Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special Servicer
for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by such Special Servicer pursuant to
the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written
request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in
writing by such Special Servicer. Upon the applicable Master Servicer’s reimbursement to the applicable Special Servicer
of any Servicing Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03,
such Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as
such Special Servicer actually made


 






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such
Servicing Advance, and accordingly, such Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as such Master Servicer
would otherwise have been entitled if it had actually made such Servicing Advance at the time such Special Servicer did. Notwithstanding
the foregoing provisions of this Section 3.03(c), the applicable Master Servicer shall not be required to reimburse the
applicable Special Servicer out of its own funds for, or to make at the direction of such Special Servicer, any Servicing Advance
if such Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by such
Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The applicable Master Servicer
shall notify such Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance
shall instead be reimbursed to such Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by a Special
Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer shall be entitled to
conclusively rely on such determination; provided that the determination shall not be binding on such Master Servicer or
Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special Servicer
shall report to the applicable Master Servicer if such Special Servicer determines any Servicing Advance previously made by such
Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. Such Master Servicer
shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon such Master Servicer,
and shall in no way limit the ability of such Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that only a portion of,
and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from
the Mortgagors and further as provided in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer
in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties
shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so
permit. If a Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods),
to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section
7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance
would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation
to make any Servicing Advances under this Agreement.


 






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Notwithstanding anything
to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO Loans)
to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that a Servicing Advance
with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans
or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure), where
making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii)
any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related
Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable,
the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from
the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced
PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances
with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the
applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor
Agreement.


 


(d)          In
connection with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the applicable Special Servicer and then the applicable Master Servicer, as the case may be and in that order, shall be entitled
to receive, out of any amounts then on deposit in the applicable Collection Account interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the applicable Master Servicer shall reimburse itself, the applicable Special Servicer or the
Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after funds available for such
purpose are deposited in the applicable Collection Account (or any Companion Distribution Account maintained as a subaccount thereof
by the Companion Paying Agent, if applicable) subject to the applicable Master Servicer’s or the Trustee’s options
and rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s
or Trustee’s options and rights to defer recovery of such amounts shall not alter such Master Servicer’s obligation
to reimburse such Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts
on deposit in the Companion Distribution Account


 






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with
respect to the related Companion Loan are insufficient for any such reimbursement, the applicable Master Servicer shall use efforts
in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor
Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


 


(e)           To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall report
any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section 3.04     The
Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained
Certificate Gain-on-Sale Reserve Account. (a)Each Master Servicer shall establish and maintain, or cause to be established
and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited on a daily basis and
in no event later than the second (2nd) Business Day following receipt of available and properly identified funds (in
the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off
Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other
than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto,
in each case, with respect to the Mortgage Loans for which it acts as Master Servicer:


 


(i)           all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)          all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 






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(iii)          late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)         all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holder of the
majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties
in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and
(B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


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


 


(vi)         any
amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)        any
amounts required to be deposited by either Master Servicer or either Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 






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Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable
Special Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable Special Servicer with respect
to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted to the applicable Master Servicer
for deposit into its Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to
the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty such check to the
order of the applicable Master Servicer and shall promptly deliver any such check to such Master Servicer by overnight courier.
Funds in the Collection Accounts may only be invested in Permitted Investments in accordance with the provisions of Section
3.06. As of the Closing Date, the Collection Account for the General Master Servicer shall be located at the offices of Wells
Fargo Bank, National Association. As of the Closing Date, the Collection Account for the NCB Master Servicer shall be located at
the offices of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice to the Trustee, the Special
Servicers, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)           The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in trust
for the benefit of the Certificateholders (other than Holders of the Excess Interest Certificates), (ii) the Upper-Tier REMIC Distribution
Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates) and (iii)
the Excess Interest Distribution Account in trust for the benefit of the Holders of the Excess Interest Certificates and the RR
Interest. Each Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date
therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable
to the Mortgage Loans for which it acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Aggregate Available Funds) for the related Distribution Date and
(y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the applicable
Collection Account maintained by the applicable Master Servicer after giving effect to withdrawals of funds pursuant to Section
3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator,
all funds held in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain
uninvested.


 


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


 


With respect to each
Serviced Companion Loan, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may
be a subaccount of the related Collection Account, for distributions to each Companion Holder. Funds in the Companion Distribution
Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall separately track for each
Serviced Companion Loan all


 






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amounts
deposited in the Companion Distribution Account with respect to such Serviced Companion Loan.


 


On each Serviced Whole
Loan Remittance Date, (1) first, the applicable Master Servicer shall withdraw from its Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable
Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the applicable Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(k). With respect to any Serviced Whole Loan, in the event the applicable Master Servicer has received
written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced
Pari Passu Companion Loan and such Master Servicer subsequently receives Late Collections in respect of such advanced payment,
such Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt
of such Late Collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance
with the terms of this Agreement and the related Intercreditor Agreement.


 


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


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           any
amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)          any
P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)         any
Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the related Collection
Account pursuant to Section 9.01);


 






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(iv)         any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master Servicer shall
not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest
Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the applicable Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the
date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the
Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder
that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which
will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall
not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by
the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK5 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 as their interests


 






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may appear.
None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers shall be liable for any loss incurred
on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicers, and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior to any change
thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account
(including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess
Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest, if any,
earned on the investment of funds in such account) will be owned by the Grantor Trust for the benefit of the Holders of the Excess
Interest Certificates and the RR Interest; the Companion Distribution Account (including interest, if any, earned on the investment
of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account (including interest,
if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)           Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from a Master Servicer or a Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Excess Interest Certificates and the RR Interest. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the applicable Master Servicer shall remit to the Certificate Administrator for deposit in
the Excess Interest Distribution Account an amount


 






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equal
to the Excess Interest received by such Master Servicer prior to the Determination Date for the applicable Collection Period.


 


(d)           Following
the distribution of the applicable portions of Excess Interest to Holders of the Excess Interest Certificates and the RR Interest,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)           The
Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders (other than
Holders of the RR Interest) and (ii) the Retained Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of the
RR Interest. Each of the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall be maintained
as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit (i)
the Non-Retained Percentage of such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account and
(ii) the Required Credit Risk Retention Percentage of such funds to the Certificate Administrator for deposit into the Retained
Certificate Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance
with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)           Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into the Retained
Certificate Gain-on-Sale Reserve Account.


 


(g)          [RESERVED].


 


(h)          [RESERVED].


 


(i)            If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, within two (2) Business Days of receipt of properly identified and
available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate
Administrator shall


 






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account
for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and
not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as
paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05     Permitted
Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account. (a)Each Master
Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)            (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)           (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master Servicer, any
such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing Fees
pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan
or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special Servicer
in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related


 






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Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s), in accordance with their respective outstanding principal
balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and
then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu
basis) and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer,
(C) to pay the Operating Advisor (or the applicable Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating
Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting
Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than
any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether
in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance
and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation
Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset
Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any,
payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)          to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in such Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in such Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 






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(iv)         to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any
related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and
Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan,
such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan(s) in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan); provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master
Servicer on deposit in such Collection Account from time to time that represent collections or recoveries of principal to the extent
provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then
such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)          to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in the case of such reimbursement of
a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the


 






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related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective outstanding principal
balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and
then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari
passu basis and provided, further, that, in the case of such reimbursement with respect to Nonrecoverable Servicing
Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and
(v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in such Collection Account;
provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced
Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the
terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing
with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect
to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage
Loan or REO Property and the deposit into such Collection Account of all amounts received in connection therewith;


 


(vi)         at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and AB
Subordinate Companion Loans);


 






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(vii)        to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of a Mortgage
Loan Seller or any other obligation of such Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of such Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, for any unreimbursed
expense reasonably incurred by such Person in connection with the enforcement of a Mortgage Loan Seller’s obligations under
Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant
to clause (vii) above or otherwise; provided that, in the case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective
outstanding principal balances or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage
Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(ix)          to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer; provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the


 






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


 


(x)           to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to such Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the applicable Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),
Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent
that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges
are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)          to
recoup any amounts deposited in such Collection Account in error;


 


(xii)         to
pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall


 






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not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB
Subordinate Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)        to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective outstanding principal balances or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage
Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan(s)), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(xiv)        to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee is liable therefor pursuant to Section 10.01(g);


 


(xv)         to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)        to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified


 






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Substitute
Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section
2.03(b);


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)         to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xx)         so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account,
any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the
subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i) –
(xix) above or clause (xxii) below;


 


(xxi)         to
clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)        to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Each Master Servicer
shall also be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


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


 


Each Master Servicer
shall pay to the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing
Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee,
the


 






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Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The applicable Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The applicable Special
Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written
certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial
collection on a Corrected Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable
to the related Companion Loan, as applicable.


 


(b)           The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)            to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


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


 


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


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
either Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D)
the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, either
Master Servicer or either Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which


 






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amendment
is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section
13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)        to
pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not required to
be deposited therein;


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)           [RESERVED].


 


(f)           Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Accounts and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of
such fees and (ii) if amounts on deposit in the Collection Accounts are not sufficient to reimburse


 






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the full
amount of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v),
and (a)(vi) then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro
rata, second to the applicable Special Servicer, third to the applicable Master Servicer and then to
the Operating Advisor.


 


(g)           If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the applicable Special Servicer shall promptly upon written direction from the applicable Master Servicer (provided
that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the applicable Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the applicable Master Servicer and such Special Servicer with five (5) Business Days’ prior notice of such
final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve
Fund to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


(i)            to
reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, in accordance with Section 3.05(a)
of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced
REO Property (together with any interest on such Advances);


 


(ii)           to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)          to
offset any portion of Realized Losses or Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage
Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments),
incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)          following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)           On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each Mortgage
Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Retained Certificate
Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 






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(h)           Any
Loss of Value Payments transferred to a Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to a Collection Account
pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect
of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to such Collection Account
to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06     Investment
of Funds in the Collection Accounts, the REO Accounts and Loss of Value Reserve Fund. (a)Each Master Servicer may direct any
depository institution maintaining its Collection Account, the Companion Distribution Account (with respect to the General Master
Servicer), or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”), each
Special Servicer may direct any depository institution maintaining its REO Account or Loss of Value Reserve Fund (also for purposes
of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may
itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account
pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the applicable Master Servicer or the applicable Special Servicer, as the case may be, on behalf of the Trustee (in its
capacity as such) for the benefit of the Certificateholders. Each Master Servicer (in the case of the Collection Account, the
Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer), each Special Servicer (in
the case of the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in such Collection
Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as
applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), each Master Servicer or
each Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the applicable Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for such Master Servicer) or the


 






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applicable
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such
Special Servicer) shall:


 


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


 


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


 


(b)           Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment
income realized on funds deposited in the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or
for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each
period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for
the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in accordance with Section
3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the applicable Master
Servicer or applicable Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings hereunder)
directed to be made by the applicable Master Servicer or the applicable Special Servicer, as the case may be, and on deposit in
any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO
Account, the applicable Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for such Master Servicer), the applicable Special Servicer (in the case of the REO Account, the Loss of
Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein, no later than the
P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for
the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution
Date; provided that neither the applicable Master Servicer nor the applicable Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the applicable Master Servicer, such federal or state chartered


 






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depository
institution or trust company is not an Affiliate of such Master Servicer unless such depository institution or trust company satisfied
the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty
(30) days prior to such insolvency).


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the applicable Master Servicer may and,
upon the request of Holders of Certificates entitled to more than 50% of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master Servicer (with respect to the applicable
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and
each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage
Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and
except as provided in the next sentence with respect to the applicable Master Servicer or the applicable Special Servicer, as
the case may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Servicing Advance, each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in
the event the Trustee has an insurable interest therein and such insurance is available to such Master Servicer or such Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. Any determination that such insurance
coverage is not available or not available at commercially reasonable rates shall be made with the consent of the Directing Certificateholder
(prior to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded Loan as
to the Directing Certificateholder) (or, with respect to any Serviced AB Whole Loan, if the Directing Certificateholder’s
consent is required and prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of
the holder of the related AB Subordinate Companion Loan) and, after consultation by the applicable Special Servicer with the Risk
Retention Consultation Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder and Risk Retention
Consultation Party, other than with respect to any Excluded Loan as to such party). Such determination shall be made by each Master
Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan)
or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such Master Servicer (with
respect to a Non-Specially Serviced Loan) or such Special Servicer (with respect to a Specially Serviced Loan); provided,
however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained
on such Mortgaged Property,


 






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such
Master Servicer or, with respect to REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable,
such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing
of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, a Master Servicer shall be obligated
to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against
property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default
(as determined by the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer
(with respect to a Specially Serviced Loan) with the consent of the Directing Certificateholder (unless a Control Termination
Event has occurred and is continuing) or, with respect to any Serviced AB Whole Loan, the Subordinate Companion Holder (prior
to the occurrence and continuance of an AB Control Appraisal Period) and after consultation by the applicable Special Servicer
with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than with respect to any Excluded
Loan as to such party)) and only in the event the Trustee has an insurable interest therein and such insurance is available to
the applicable Master Servicer or the applicable Special Servicer, as the case may be, and, if available, can be obtained at commercially
reasonable rates. Each Master Servicer and each Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section
3.15(a) and the costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last
sentence of this paragraph, such Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
such Special Servicer determines with the consent of the Directing Certificateholder (prior to the occurrence and continuance
of a Control Termination Event) and after consultation by the applicable Special Servicer with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in each case other than with respect to a Mortgage Loan that is an Excluded Loan as
to such party) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable
interest, in which case the applicable Master Servicer shall be entitled to conclusively rely on such Special Servicer’s
determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the applicable Master Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other
than REO Properties) or to the applicable Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii)
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged
Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such
endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written
notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10)
days prior notice) and (vi) subject to the first proviso in


 






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the second
sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance
Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such Insurance Policies (other than amounts
to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the
related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents)
shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by
a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion
Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation
to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any),
notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a Special Servicer
in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced
by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, no Master Servicer shall be required to maintain, and will not be
in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was
required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available
at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, each Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that each Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan
is a Specially Serviced Loan, notify the applicable Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon such Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor under a Specially Serviced Loan fails to purchase the insurance
requested to be purchased by the Master Servicer pursuant to clause (B) above. If the applicable Special


 






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Servicer
determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, such Special Servicer
(with regard to such determination made by the Special Servicer) shall notify the applicable Master Servicer and such Master Servicer
shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. Each Master Servicer and each
Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
Each Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining
whether Additional Exclusions exist. Furthermore, each Master Servicer or each Special Servicer, as applicable, shall promptly
deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans
then included in the Trust. During the period that a Master Servicer or a Special Servicer is evaluating the availability of such
insurance or waiting for a response from the Directing Certificateholder or any Companion Holder or, with respect to any Serviced
AB Whole Loan, the related Subordinate Companion Holder, and/or with respect (solely with respect to Specially Serviced Loans)
upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation
Party pursuant to Section 6.08(a), neither the applicable Master Servicer nor such Special Servicer will be liable for
any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not
be in default of its obligations as a result of such failure and such Master Servicer will not itself maintain such insurance
or cause such insurance to be maintained.


 


(b)           (i)If
either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable Special Servicer
shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy
complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into its Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. Each Special Servicer,
to


 






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the extent
consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced
Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing
Advance.


 


(ii)           If
either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such Special Servicer
on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event either Master Servicer
or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by such Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case such Master Servicer or such Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)           Each
Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions.
Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the applicable
Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master Servicer or such
Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as
the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds,
if any, and insurance policies are in full force and effect.


 


(d)           At
the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), such Master Servicer will use efforts consistent with the Servicing


 






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Standard
to cause the related Mortgagor (in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion
Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain
to the extent such insurance is available at commercially reasonable rates (as determined by such Master Servicer in accordance
with the Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in
respect thereof, but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced
Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing
Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage
Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under
the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged
Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne
by the Mortgagor, such Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by such Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and any
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period)) in accordance with the Servicing
Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, paid by the applicable Master Servicer as a Servicing Advance.


 


(f)           Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the applicable Master
Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s, “A-” by Fitch or “A(low)” by DBRS (if then rated by
DBRS), such Master Servicer (or its public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed
to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


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


 






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


 


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


 


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


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to any Specially Serviced Loan), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that if such matter is a Major Decision,
(i) such Special Servicer (A) prior to the occurrence and continuance of a Control Termination Event and other than with respect
to an Excluded Loan with respect to the Directing Certificateholder and other than with respect to any transfers or assumptions
provided for in clause (xiv) or (xvi) of the definition of Master Servicer Decision, has obtained the consent (or
deemed consent) of the Directing Certificateholder to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination
Event shall have occurred and be continuing and no Consultation Termination Event shall have occurred and be continuing, the applicable
Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation Party and (x) such
Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the applicable
Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section
6.08(a) and (D) with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period, the prior consent of the related Subordinate Companion Holder shall have been obtained, to the extent required by the terms
of the related Intercreditor Agreement, and pursuant to the process described in this Agreement (provided that in the case
of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation shall be
deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided
within five (5) Business Days after receipt of the applicable Special Servicer’s written recommendation and analysis and
all information reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable,
and reasonably available to such Special Servicer in order to grant or withhold such consent or conduct such consultation), and
(ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated
Principal Balance


 






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greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding
or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other
Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans outstanding
(by Stated Principal Balance), such Special Servicer, prior to consenting to any action, shall obtain, a Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), provided, however, that with respect
to sub-clauses (y) and (z) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal
Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the
contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the
procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest upon request of the Risk Retention Consultation Party,
the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to
(i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the
occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans (for the avoidance of doubt, other
than with respect to any transfer or assumptions provided for in clause (xiv) or (xvi) of the definition of “Master
Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer
Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof), within the same time period as
it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained
in the related Mortgage Loan documents are satisfied where no mortgagee


 






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discretion
is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced
Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially Serviced
Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee
of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied.


 


(b)           As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)            provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)           requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to any Specially Serviced Loan), on
behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiv), clause (xv) or clause
(xvi) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder,
no Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed
consent) of the Directing Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant
to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing
Certificateholder, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall
have occurred and be continuing, the applicable Special Servicer shall have consulted with the Directing Certificateholder if and
to the extent required pursuant to Section 6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect to the
Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event
shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) and (D) with respect to any Serviced AB Whole Loan, prior
to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Subordinate Companion Holder
shall have been obtained by the Special Servicer, to the extent required by the terms of the related Intercreditor Agreement (provided
that in the case of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation
shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation,


 






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as the case may be,
is not provided within five (5) Business Days after receipt of the applicable Special Servicer’s written recommendation and
analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party,
as applicable, and reasonably available to such Special Servicer in order to grant or withhold such consent or conduct such consultation),
and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater
than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85%
(including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based
upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount
of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated
Principal Balance greater than $20,000,000; provided, however, that with respect to sub-clauses (A), (B),
(C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least
$10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect
to any Excluded Loan with respect to the Directing Certificateholder (regardless of whether a Control Termination Event has occurred
and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest upon request of the Risk Retention Consultation Party,
the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to
(i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the
occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans (for the avoidance of doubt, other
than with respect to any transfer or assumptions provided for in clause (xiv) or (xvi) of the definition of “Master
Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer
Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof, within the same time period as
it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the


 






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17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts
to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected
from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no
mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan
or related Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially
Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall determine whether such conditions have been satisfied.


 


After receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) or (xvi) of the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xv) or clause (xvi) of the definition thereof, the applicable Master Servicer
shall promptly provide the applicable Special Servicer with written notice of any request for such modification, waiver, amendment,
consent, request or other action, along with such Master Servicer’s written recommendation and analysis, to the extent such
Master Servicer is recommending approval, and all information in such Master Servicer’s possession that may be reasonably
requested in order to grant or withhold such consent by the applicable Special Servicer or the Directing Certificateholder or other
person with consent or consultation rights; provided that in the event that such Special Servicer does not respond within ten (10)
Business Days after receipt of such written notice and all such reasonably requested information, plus the time period provided
to the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any additional time period
provided to a Companion Holder under a related Intercreditor Agreement, such Special Servicer’s consent to such modification,
waiver, amendment, consent, request or other action shall be deemed granted.


 


(c)           Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 






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(d)           Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicers nor the
Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The applicable Master
Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect
to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan,
and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5
Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and,
with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant
to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)           [RESERVED].


 


(f)            For
the avoidance of doubt, no Master Servicer or Special Servicer may waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a) through (d) hereof
or, with respect to an NCB Co-op Mortgage Loan, in compliance with the provisions of the following paragraph. In the case of a
Special Servicer, no such waiver or consent shall be made without (x) (i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan, with respect to the Directing Certificateholder, the consent
(or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant to the
process described under Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination
Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence
and continuance of a Consultation Termination Event, after having consulted with the Directing Certificateholder if and to the
extent required pursuant to Section 6.08(a).


 


(g)           Notwithstanding
the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence
of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain
any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the need to obtain a Rating
Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions have been met;
provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer shall not waive
any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance”
clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered
without any expense to the Trust.


 


(h)           Notwithstanding
the foregoing provisions of this Section 3.08, if either Master Servicer or either Special Servicer, as applicable, makes
a determination under Section 3.08(a) or 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances


 






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permitted
without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption
or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such
fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to
Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09     Realization
Upon Defaulted Loans and Companion Loans. (a)Upon an event of default under the Mortgage Loan documents related to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer shall promptly provide written notice to the
related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable Special Servicer. The
applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section
3.24, subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective rights
pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the applicable Master Servicer or the applicable Special
Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless such
Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders after reimbursement to such Master Servicer or such Special Servicer, as applicable,
for such Servicing Advance, and such Master Servicer or such Special Servicer has not determined that such Servicing Advance together
with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the applicable
Special Servicer in any such proceedings shall be advanced by the applicable Master Servicer; provided that, in each case,
such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section
3.09 shall be construed so as to require a Master Servicer or a Special Servicer, on behalf of the Trust, to make an offer
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property,
as determined by the applicable Master Servicer or the applicable Special Servicer in its reasonable judgment taking into account
the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence,
all such offers to be made in a manner consistent with the Servicing Standard. If and when the applicable Special Servicer or
the applicable Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure
or otherwise, the applicable Special Servicer or the applicable Master Servicer, as the case may be, is authorized to have an
Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by
such Master Servicer as a Servicing Advance.


 






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(b)           No
Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)           such
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)           Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable Master Servicer nor the applicable
Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer
has previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to
any such acquisition of title or other action, that:


 


(i)            such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)           there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by
the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole


 






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Loan,
shall be withdrawn in accordance with the related Intercreditor Agreement by the applicable Master Servicer from its Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are
otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the applicable
Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage
Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been
satisfied. With respect to Non-Specially Serviced Loans, the applicable Master Servicer and, with respect to Specially Serviced
Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms
and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)           If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the applicable Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after consultation with
the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an
AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with
respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than
$1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the applicable
Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicers, the
Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior to
the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk
Retention Consultation Party other than with respect to any Excluded Loan as to such party), in writing of its intention to so
release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice
of the applicable Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of


 






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Certificates
entitled to more than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor,
such fee is to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially reasonable
efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)           Each
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to such
party), the Master Servicers and the 17g-5 Information Provider monthly regarding any actions taken by such Special Servicer with
respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on
such Mortgaged Property.


 


(f)            Each
Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and such
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and such Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of
indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer by such Special
Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)           Each
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)           Each
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party) and


 






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the applicable
Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


Section 3.10     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)Upon the payment in full of any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), or the receipt by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and
request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed
by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the applicable Collection Account pursuant to Section 3.04(a) or remitted
to the applicable Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or
within such shorter period as release can reasonably be accomplished if the applicable Master Servicer or the applicable Special
Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related
Mortgage File to the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided that in
the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not
be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to a Collection Account.


 


(b)           From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the Custodian a
Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case may be.
Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate
of a Servicing Officer of the applicable Master Servicer or the applicable Special Servicer, as the case may be, stating that such
Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received
or to be received in connection with such liquidation which are required to be deposited into the applicable Collection Account
(including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be
so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the
Custodian to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case may be, with the original
being released upon termination of the Trust.


 


(c)           Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a


 






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related
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The applicable Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying
as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure
or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)           If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     Servicing
Compensation. (a)As compensation for its activities hereunder, the applicable Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is
calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is
part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and
Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the


 






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applicable
Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect
to each Serviced Companion Loan, the Servicing Fee shall be payable to the applicable Master Servicer from amounts payable in
respect of such Serviced Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


Each Master Servicer
shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor under a Mortgage Loan and any related Serviced Companion Loan for which it acts
as Master Servicer:


 


(i) 100% of Excess Modification
Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions;
provided, that if any such matter involves a Major Decision, then such Master Servicer shall be entitled to 50% of such
Excess Modification Fees,


 


(ii) 100% of all assumption
application fees and other similar items received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
to the extent such Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that
the applicable Special Servicer is entitled to under this Agreement); and


 


(iii) 100% of assumption,
waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance fees) pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then the Master Servicer
shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees.


 


In addition, the applicable
Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts
collected for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the
extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section
3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust
Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the


 






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P&I
Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in its Servicing Accounts
which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if
positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced
Pari Passu Companion Loan for which it acts as Master Servicer, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts
due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not payable directly out of its Collection Account and the applicable
Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive
a portion thereof, such Master Servicer and such Special Servicer shall each have the right in their sole discretion, but not any
obligation, to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the applicable
Master Servicer nor the applicable Special Servicer will have the right to reduce or elect not to charge the portion of any such
fee due to the other and (B) to the extent either of the applicable Master Servicer or the applicable Special Servicer exercises
its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge
its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee.
If the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which such Special Servicer would have been entitled if such Master Servicer had charged
a fee and such Master Servicer will not be entitled to any of such fee charged by such Special Servicer. Similarly, if the applicable
Special Servicer decides not to charge any fee, the applicable Master Servicer shall nevertheless be entitled to charge its portion
of the related fee to which such Master Servicer would have been entitled if such Special Servicer had charged a fee and such Special
Servicer shall not be entitled to any portion of such fee charged by such Master Servicer.


 


Notwithstanding anything
herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its option,
assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan
and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable
Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires
market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment
of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.
The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest
at such time and to the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder,


 






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notwithstanding
any resignation or termination of Wells Fargo Bank, National Association, as General Master Servicer, or National Cooperative
Bank, N.A. as NCB Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)           As
compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement.
No Special Servicer shall be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)           Each
Special Servicer shall be entitled to additional servicing compensation in the form of


 


(i) 100% of all Excess
Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii) 100% of all assumption
application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption application
fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion
Loans that are Non-Specially Serviced Loans to the extent the applicable Special Servicer processes the underlying transaction,


 


(iii) 100% of waiver,
consent and earnout fees on any Specially Serviced Loan or certain other similar fees paid by the related Mortgagor on Specially
Serviced Loans,


 


(iv) 100% of assumption
fees and other related fees received with respect to Specially Serviced Loans,


 


(v) 50% of all Excess
Modification Fees and assumption, waiver, consent and earnout fees and other similar fees received with respect to any Mortgage
Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially
Serviced Loans to the extent that the matter involves a Major Decision, and


 


(vi) 100% of charges
for beneficiary statements or demands actually paid by the Mortgagors under the Specially Serviced Loans,


 






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shall be promptly paid
to each Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees are
paid by the Mortgagor and shall not be required to be deposited in the applicable Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating
to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to such Distribution Date). In addition, each Special Servicer shall be
entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. Each Special Servicer shall also
be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt
by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout
Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the applicable Special Servicer;
provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from the final
payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees
payable to the applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) being
equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan
from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full.
The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan;
provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan.
No Special Servicer shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If a Special Servicer is
terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect
of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If a Special
Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans
for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through
a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not
as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had
sufficient time to make three (3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result
of the Mortgagor making such three (3) consecutive timely Periodic Payments. The successor special servicer will not be entitled
to any portion of such Workout Fees. No Special Servicer will be entitled to receive any Workout Fees after termination of such
Special Servicer for cause. A Liquidation Fee will be payable with


 






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respect to (a) each Specially Serviced Loan (other than a Non-Serviced
Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgaged Loan repurchased by a Mortgage Loan Seller
or for which a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer
is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything
herein to the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation
Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to
the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with
this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each
Special Servicer will also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the applicable Collection Account or the REO Account,
and the applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled to receive
a portion thereof, the applicable Master Servicer and the applicable Special Servicer shall each have the right in their sole discretion,
but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither
the applicable Master Servicer nor the applicable Special Servicer will have the right to reduce or elect not to charge the portion
of any such fee due to the other and (B) to the extent either of the applicable Master Servicer or the applicable Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion
of such fee. If the applicable Master Servicer decides not to charge any fee, the applicable Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the applicable Special Servicer would have been entitled if the applicable
Master Servicer had charged a fee and the applicable Master Servicer will not be entitled to any of such fee charged by the applicable
Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the applicable Master Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the applicable Master Servicer would have been entitled if the applicable
Special Servicer had charged a fee and the applicable Special Servicer shall not be entitled to any portion of such fee charged
by the applicable Master Servicer.


 






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(d)           In
determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable
Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion
Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party
with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid
to the applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all
additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation,
inspections by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer, if
and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the
applicable Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially
Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicers and
the Special Servicers shall be distributed between the applicable Master Servicer and the applicable Special Servicer, on a pro
rata basis, based on such Master Servicer’s and such Special Servicer’s respective entitlements to such compensation
described in the previous sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with
respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)           With
respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer
within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer
Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 






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(f)           Each
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)           Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master Servicers
in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12     Inspections;
Collection of Financial Statements. (a)Each Master Servicer shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Loan) for which it acts as Master Servicer with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each
case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019);
provided, however, that if a physical inspection has been performed by the applicable Special Servicer in the previous
twelve (12) months, such Master Servicer will not be required to perform, or cause to be performed, such physical inspection;
provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage
Loan, the applicable Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable
after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a
Specially Serviced Loan. The cost of such inspection by a Special Servicer pursuant to the second proviso of the immediately preceding
sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from
Penalty Charges actually received from the related Mortgagor and then from the applicable Collection Account pursuant to Section
3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro
rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected


 






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with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. With respect to any
Serviced AB Whole Loan, the costs will be allocated, first, as an expense of the related Subordinate Companion Holder and,
second, as an expense of the holder of the related Mortgage Loan to the extent provided in the related Intercreditor Agreement.
The applicable Special Servicer or the applicable Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from
the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has
knowledge of and the applicable Master Servicer or the applicable Special Servicer, as the case may be, deems material, (ii) any
sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection, and that the applicable Master Servicer or the applicable Special Servicer,
as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property.
The applicable Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available
a copy (in electronic format) of each such report prepared by such Special Servicer and such Master Servicer, respectively, to
the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business
Days after request for copies of such reports by the Rating Agencies, the applicable Special Servicer or the applicable Master
Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by such Special
Servicer and such Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The applicable Master Servicer shall
deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence
and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded
Loan as to such party).


 


(b)           Each
Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans for which
it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets and rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) of the related Mortgaged Property,
and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant
to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms
of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related
Mortgage Loan documents. The applicable Master Servicer and the applicable Special Servicer shall not be required to request such
operating statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) more than once if the
related Mortgagor is not


 






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required
to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO
Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver
all such items to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such Special
Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate
Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon
the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer (with
respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO
Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate
Administrator’s Website. Upon the request of any NRSRO, the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available
copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section
3.13(c).


 


In addition, the applicable
Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loans)) or the applicable Special Servicer
(with respect to REO Properties that do not relate to Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to
each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property for which it acts as
Master Servicer or Special Servicer, as applicable:


 


(i)            Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged
Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) is on the CREFC® Servicer Watch List). The applicable Master Servicer (with respect to the Mortgage
Loans (other than any Non-Serviced Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties) shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate


 






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Administrator,
the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(ii)           Within
forty-five (45) days after receipt by the applicable Special Servicer (with respect to REO Properties) or the applicable Master
Servicer (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan)) of an annual operating statement or rent rolls
(or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) (if and to the extent any such information is in the form
of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the applicable Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The applicable Master Servicer (with respect to all Mortgage Loans (other than Non-Serviced
Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties that do not relate to Non-Serviced Mortgage
Loans), as applicable, shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet
and, upon request, the related operating statements or rent rolls (or, with respect to the NCB Co-op Mortgage Loans, maintenance
schedules) (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(c)           At
or before 12:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause
to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and
any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special
Servicer in an electronic format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such
Determination Date, which CREFC® applicable Special Servicer Loan File shall include data, to enable the applicable
Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan
Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii)
a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC®
NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial
statements, budgets, operating statements and rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules)
submitted by the Mortgagor.


 






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(d)           Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning July 2017, each Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent such
Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first Distribution
Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in
each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section
3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC® Servicer Watch
List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date
beginning July 2017, the applicable Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and
CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not later than 2:00 p.m. (New York
City time) two (2) Business Days prior to the Distribution Date beginning July 2017, the applicable Master Servicer shall deliver
or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update
File and, to the extent received by such Master Servicer, the CREFC® Appraisal Reduction Template. In no event shall
any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable
Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the close of business on
the Business Day prior to the Business Day on which the report is due.


 


Not later than two (2)
Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master Servicer an NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format and Excel format; provided, however,
that the NCB Master Servicer shall have no obligation to prepare or deliver such NCB CREFC® Schedule AL File unless
the NCB Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(j). If the General
Master Servicer does not receive such NCB CREFC® Schedule AL File from the NCB Master Servicer by two (2) Business Days prior
to the related P&I Advance Date, it shall immediately request such NCB CREFC® Schedule AL File from the NCB Master Servicer
via email at BANK2017BNK5@ncb.com and send a copy of such request to the Depositor via email at cmbs_notices@morganstanley.com.
In preparing the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File for any given Distribution
Date, and without any due diligence, investigation or verification, the NCB Master Servicer shall be entitled to conclusively rely,
absent manifest error, on the content, completeness and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus.
The NCB CREFC® Schedule AL File and the NCB Schedule AL Additional File delivered by the NCB Master Servicer shall
each be a single file.


 






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Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning July 2017, the General Master Servicer shall
deliver to the Certificate Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator
a Schedule AL Additional File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule AL Additional
File shall include the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional
File, respectively, delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to
the immediately preceding paragraph), and each in both EDGAR-Compatible Format and Excel format; provided, however,
that the General Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File for
any given Distribution Date unless the General Master Servicer receives the Initial Schedule AL File from the Depositor pursuant
to Section 2.01(j) and the NCB CREFC® Schedule AL File for such Distribution Date pursuant to the immediately
preceding paragraph. If the Certificate Administrator does not receive the CREFC® Schedule AL File from the General
Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall request the CREFC® Schedule
AL File from the General Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor
via email at cmbs_notices@morganstanley.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the General Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of the Initial Schedule
AL File and Annex A-1 to the Prospectus and the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File delivered
to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding paragraph.
The CREFC® Schedule AL File and the Schedule AL Additional File delivered by the General Master Servicer shall each be a single
file. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional
Files provided or prepared by or on behalf of either or both Master Servicers. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or Schedule AL Additional File.


 


In
the absence of manifest error, each Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon each Master Servicer’s reports and each Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)       Each
Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and such Master Servicer shall deliver or make available to the
Certificate Administrator the reports and data files set forth in Section 3.12(d). Such Master Servicer may, absent manifest
error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the applicable Master Servicer pursuant to Section 3.12(d). In the case of information or reports
to be furnished by the applicable Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the
extent that such information or reports are, in


 






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turn,
based on information or reports to be provided by the applicable Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the applicable Special Servicer pursuant to
Section 3.12(b) or Section 3.12(c), the applicable Master Servicer shall have no obligation to provide such information
or reports to the Certificate Administrator until it has received the requisite information or reports from the applicable Special
Servicer, and the applicable Master Servicer shall not be in default hereunder due to a delay in providing the reports required
by Section 3.12(d) caused by the applicable Special Servicer’s failure to timely provide any information or report
required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master
Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or such Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and a Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. A Master Servicer or a Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver or make available any
statement, report or information under any provisions of this Agreement, such Master Servicer or such Special Servicer, as the
case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y)
delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or
information available on such Master Servicer’s website (with respect to items delivered by such Master Servicer (except
with respect to items delivered by such Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the
applicable Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure
due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a) Each Master Servicer and Special Servicer
shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access
to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC,
the Board of Governors of the Federal Reserve System of the United States of America and the supervisory


 






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agents
and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that
may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation
or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable
law. At the election of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, such
access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and
such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than
from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a
confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to
any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form
of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being
provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access
to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the
Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any
related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of
this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required
to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master
Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable
Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute
a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the
generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably
determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any
particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect
to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate


 






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Companion
Loan) that has delivered an Investor Certification to the applicable Master Servicer or the applicable Special Servicer, as the
case may be, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer
(with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at
the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) and financial statements
(in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an
AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or the applicable Special Servicer,
as the case may be; provided that, in connection with such request, such Master Servicer or such Special Servicer, as applicable,
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to such Master Servicer or such Special Servicer, as applicable, generally to the effect that such Person will keep such information
confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing
rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)        The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


        


(A)      the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


       


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 






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(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator;


 


        (ii)       the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)       The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)      The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)       CREFC®
Appraisal Reduction Template;


 






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(v)       The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)      any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)        any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)        any
notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)      any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)     any
notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 






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(N)       any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
Proposed Course of Action Notice;


 


(vi)      the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)     solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)    the
“Risk Retention” tab, which shall contain any notices provided by the Retaining Sponsor relating to ongoing compliance
by each Retaining Party with the Risk Retention Rules;


 


provided,
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(viii) above) and made available to Privileged Persons other than any Excluded


 






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Controlling
Class Holder that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form
(or, solely with respect to the applicable Master Servicer, in electronic form) of an investor certification substantially in
the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class
Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, the Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has
become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall
also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink
User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to
access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later


 






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performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)) made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent
for posting on the Certificate Administrator’s Website, each of the applicable Master Servicer, the applicable Special Servicer
and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the
Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website
such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage
Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each
of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 






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To
the extent the Risk Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted
by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations
delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level. For avoidance of doubt, the covenants and restrictions
in this paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in any Asset Status Report or Final Asset Status Report inadvertently
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 






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(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2017-BNK5” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)        any
notices of waivers under Section 3.08(d);


 


(ii)       any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)      any
notice of final payment on the Certificates;


 


(iv)      any
environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)       any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)      any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)      any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)    any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)       copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)       any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)       any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)      any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)     any
notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section
7.01;


 






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(xiv)    any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)     any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)    any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)   any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee regarding any of
the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for
a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)  any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)     any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day; provided,
however, that any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section
3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in
the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed


 






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to
(866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BANK 2017-BNK5” in the
subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. The
Master Servicers and the Special Servicers may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the body
of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and
used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address
if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification
in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered or made available to the 17g-5 Information Provider by any party under this Agreement shall
be delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference
of “BANK 2017-BNK5” and an identification of the type of information being provided in the body of such electronic
mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established
or approved by the 17g-5 Information Provider.


 


(d)       The
applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk
information that relates to two or


 






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more
transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider and the
17g-5 Information Provider may, but shall not be obligated to post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall not send such information directly
to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, RealInsight and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such
third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)        Each
Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each Master Servicer and each Special Servicer shall be
entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x)
an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the applicable Master Servicer’s website, and (B)
acknowledge that such Master Servicer or such 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 applicable Master Servicer’s website, such
Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in


 






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this
Section 3.13(f) to current or prospective Certificateholders, the form of confidentiality agreement used by the applicable
Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators
and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicers nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)       The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such oral
communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such
written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 






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(i)        None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable 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 applicable Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
applicable 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 applicable Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided
that such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the
17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in
undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the
availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from
the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to)
other than pursuant to this Section 3.13(i).


 


(j)        The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property
is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO
Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation
and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the
Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO
Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer,
on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning
of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in
which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) and such extension is granted or
is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the


 






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Trustee
and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect
that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which
acquisition occurred will not cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO
Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, such Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by such Special
Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence
or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense
of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)       Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and
maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, prior
to each Determination Date, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received and properly
identified in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with
Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the
applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account
prior to any change thereof.


 


(c)       The
applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw
from the REO Account and remit to the applicable Master Servicer, which shall deposit into the Collection Account (or the Companion
Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently
ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that the applicable Special Servicer may retain
in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a
reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related
REO Property. In addition, on or prior to the day the applicable Special Servicer remits funds as provided in this Section
3.14, the applicable Special Servicer shall provide the applicable Master Servicer with a written


 






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accounting
of amounts remitted to such Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer
shall apply all such amounts as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion
Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)       The
applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management of REO Property. (a) If title to any REO Property is acquired, the
applicable Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced
Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of
the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the applicable Special Servicer shall have full power and authority to do any and all things in connection therewith as are in
the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related
Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the applicable Special
Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein,
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to
this Section 3.15, the applicable Special Servicer may allow the Trust or any commercial mortgage securitization that holds
any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of
the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on
a different basis. In connection therewith, the applicable Special Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than two (2) Business Days following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)      any
ground rents in respect of such REO Property, if applicable; and


 






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(iv)      all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to
receiving notice from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement)
shall advance from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate
delivered to the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder
(with respect to the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to such party,
and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable
Servicing Advances.


 


(b)       Without
limiting the generality of the foregoing, no Special Servicer shall:


 


(i)        permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)      authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)      Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the applicable Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable
Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit
of the Trust, in which case the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)       Each
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)        the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 






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(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)      any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
applicable Special Servicer upon receipt;


 


(iv)      none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)       each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after
a Defaulted Loan has become a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be required
to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such
Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the applicable Special Servicer
is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make
its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of
such an Appraisal. The applicable Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy; provided that the applicable
Special Servicer shall promptly notify the applicable Master Servicer in writing of the initial fair value determination and any
adjustment to its fair value determination.


 






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(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer (with respect
to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in
accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject
to the terms of the related Intercreditor Agreement, the applicable Special Servicer shall be entitled to the liquidation fee
that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. Each Special Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer,
the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation
Termination Event), the Subordinate Companion Holder with respect to any Serviced AB Whole Loan prior to an AB Control Appraisal
Period, and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than in respect of any Excluded Loan as to such party) not less than ten (10) days’ prior written notice of
its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable
Special Servicer may purchase the Defaulted Loan for the Purchase Price or


 






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may
accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)      (A) In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer for such price),
the applicable Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received
from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror
is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine
(9) months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not
be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person
(i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least
equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer
received and (y) at least two (2) other offers are received from independent third parties. In determining whether any offer received
from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding
nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph,
the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to
use


 


 



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efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in
its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
applicable Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation
with the Directing Certificateholder (unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention
Consultation Party subject, in each case, to the limitations on consultation set forth in and in accordance with Section 6.08(a)
and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender (and, with respect to any Serviced AB Whole Loan, taking into account
the subordinate nature of the related AB Subordinate Companion Loan). In addition, the applicable Special Servicer may accept
a lower offer from any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the Servicing
Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of
a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective
whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (and, with respect
to any Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan)) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or a
Person that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell all
Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to
make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


 


(C)       In
connection with any such sale involving a Serviced AB Whole Loan, the applicable Special Servicer shall have the right, but not
the obligation, to sell the related AB Subordinate Companion Loan if such Special Servicer determines that such sale is in accordance
with the Servicing Standard (taking into account the subordinate nature of the applicable Subordinate Companion Loan).


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation,


 






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workout
and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing
Standard and the REMIC Provisions.


 


(b)       (i)The
applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan,
such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The
applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate Administrator and the Directing Certificateholder and the Risk Retention Consultation Party
(in the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage Loan other
than an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination Event) not less
than ten (10) days’ prior written notice of the Purchase Price (including a calculation of the Purchase Price) and its intention
to (x) purchase any REO Property at the Purchase Price therefor or (y) sell any REO Property, in which case such Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the applicable Master Servicer, an
Affiliate of the applicable Master Servicer, the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a
brokerage agreement entered into at arm’s length.


 


(A)       In
the absence of any such offer as set forth in clause (i) above, the applicable Special Servicer shall, subject to sub-clause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two (2) other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(B)       No
Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a


 






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collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special
Servicer or a Person that is an Affiliate of such Special Servicer.


 


(C)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion


 






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Holder
(if applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall
require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required to be made
hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by
the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer will not be
permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted
Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such
consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor)
unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least
fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten
(10) days prior to the permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received
by the applicable Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder and the Risk
Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the applicable Master Servicer or the applicable Special Servicer in connection
with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not
be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder
of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to
the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair
price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon






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such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person
and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)        Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise
such right.


 


Section
3.17     Additional Obligations of Master Servicers and Special Servicers. (a) Each
Master Servicer shall deliver all Compensating Interest Payments with respect to Mortgage Loans for which it acts as Master Servicer
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. Each Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.


 


(b)       Each
Master Servicer or each Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 






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(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one month periods for a total period not to exceed twelve (12) months (provided that, other than in
the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in
accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee makes such an election at its sole option
and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully
reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in
such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described
above prior to payment from other collections). In connection with a potential election by the applicable Master Servicer or the
Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period
for any Distribution Date, the applicable Master Servicer or the Trustee shall further be authorized to wait for principal collections
on the Mortgage Loans serviced by such Master Servicer to be received until the end of such Collection Period before making its
determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided,
however, that if, at any time the applicable Master Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a Collection Period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans
deposited in the Collection Account for such Distribution Date, then the applicable Master Servicer or the Trustee, as applicable,
shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination
for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical, which shall mean that (i) the applicable Master Servicer or the Trustee, as the case may be, determines
in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable
Advance, (ii) changed circumstances or new or different information becomes known to the applicable Master Servicer or the Trustee,
as the case may be, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause (i) above, or (iii) in the case of the applicable
Master Servicer, it has not timely received from the Trustee information required by the applicable Master Servicer to determine
whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii)
or (iii) of the foregoing sentence apply, the applicable


 






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Master
Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The applicable Master
Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice
provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17 or to comply with the terms
of this Section 3.17 and the other provisions of this Agreement that apply once such an election, if any, has been made;
provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do
so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the applicable Master
Servicer or the applicable Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect
to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any
contractual obligation hereunder. If the applicable Master Servicer or the Trustee, as the case may be, determines, in its sole
discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then such Master
Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from
principal and then from interest). Any such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit
the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. The applicable Master Servicer’s or the Trustee’s, as the case may be, agreement to
defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of such Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over such Master
Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued
interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances
shall be deemed to be in accordance with the Servicing Standard and none of the applicable Master Servicer, the Trustee or the
other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this Section 3.17 or for any losses, damages or
other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of
the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer nor the Trustee shall have any
liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 






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No
determination by a Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances
and/or interest thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider
a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts
in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any
such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18    Modifications, Waivers, Amendments and Consents. (a) The applicable Master Servicer shall
process waivers, modifications, amendments and consents that are not Major Decisions with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that, in either case, is not a Specially Serviced
Loan without (x) the consent or approval of the Directing Certificateholder (except as specified in the definition of “Master
Servicer Decision”), (y) consultation with the Risk Retention Consultation Party or (z) approval of the applicable Special
Servicer. The applicable Master Servicer shall also process waivers, modifications, amendments and consents that are Major Decisions
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that, in
either case, is not a Specially Serviced Loan, and shall only enter into any such waiver, modification, amendment or consent with
the consent or deemed consent of the applicable Special Servicer (who shall obtain the approval or deemed approval of the Directing
Certificateholder) The applicable Special Servicer shall process waivers, modifications, amendments and consents with respect
to Specially Serviced Loans. Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a),
Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject
to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than


 






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any
Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of
the related Companion Holder, as applicable, to advise or consult with the applicable Special Servicer with respect to, or to
consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
the applicable Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan (and
shall not consent to any such modification, waiver or amendment by the applicable Master Servicer) that would constitute a Major
Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having
been obtained by the applicable Special Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a
Consultation Termination Event, the applicable Special Servicer having consulted with the Directing Certificateholder if and to
the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered into pursuant
to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final
Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related
fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to
the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would
extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the
original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, (1) the applicable
Special Servicer shall provide the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor,
the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder and
the Risk Retention Consultation Party, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii)
other than with respect to any Mortgage Loan that is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense
of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid
by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute
a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination
Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the applicable Special
Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during
the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
and other than with respect to any Excluded Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder
and (z) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced
Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party and (ii) after the occurrence and during
the continuance of a Consultation Termination Event, with respect to any Mortgage


 






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Loan
other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation
Party, in each case, pursuant to the process described in Section 6.08(a).


 


Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to,
or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable
Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing
Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in
order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable
Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case
may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the applicable Master Servicer or the applicable Special Servicer, as the case may be, may obtain
and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


After
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is a Non-Specially Serviced Loan, the applicable Master Servicer
shall promptly provide the applicable Special Servicer with written notice of any request for such modification, waiver, amendment,
consent, request or other action, along with such Master Servicer’s written recommendation and analysis, to the extent such
Master Servicer is recommending approval, and all information in such Master Servicer’s possession that may be


 






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reasonably
requested in order to grant or withhold such consent by the applicable Special Servicer or the Directing Certificateholder or
other person with consent or consultation rights.


 


(b)       If
the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
(or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate)
to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation
of such Specially Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such
Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c), (x) (a)the approval
of the Directing Certificateholder with respect to any Major Decision, with respect to any Mortgage Loan other than any Excluded
Loan as to such party (prior to the occurrence and continuance of a Control Termination Event or after the occurrence and during
the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08, and (b) with respect to any Major
Decision in respect of a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation
Party, upon consultation with the Risk Retention Consultation Party as provided in Section 6.08, (y) with respect to any
Serviced AB Whole Loan, any rights of the related Subordinate Companion Holder to consent to such modification, waiver or amendment
and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect
to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender,
to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable;
provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights, and the Risk Retention
Consultation Party shall have no consultation rights, regarding the matter; provided, further, that in the case
of any release or substitution of collateral (other than a defeasance), the applicable Special Servicer shall have obtained an
Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in


 






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respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the applicable Master Servicer or the applicable Special Servicer, as the case may
be, to calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged
Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or
Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then
permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an
appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall require payment of principal by a “qualified amount”
as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel
that if such amount is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully
amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of
any Specially Serviced Loan for which it is acting as special servicer if such modification, waiver or amendment would (1) extend
the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to
the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate
and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control
Termination Event, with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment
constitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a),
(in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to
the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the
related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage


 






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Note)
if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18
if such matter constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or
relates to a Specially Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment
of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable
only if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making
this determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and
the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person
requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid
out of the Collection Account pursuant to Section 3.05(a); provided that the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person
to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the applicable Master
Servicer nor the applicable Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the
requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all
interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially
Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as a condition to its
granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter
or thing, the granting of which is within such Master Servicer’s or such Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer, as the case may
be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed in connection with
such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 






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(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder and
the Risk Retention Consultation Party (in the case of the Directing Certificateholder, other than following the occurrence and
continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party), the applicable Companion Holder (or, to the extent the
related Serviced Companion Loan has been included in a securitization transaction, to the other master servicer under the related
Other Pooling and Servicing Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5
Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed)
of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any
modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing
pursuant to Section 3.18, the applicable Master Servicer shall provide written notice of any such modification, waiver
or amendment to the Trustee, the Certificate Administrator, the applicable Special Servicer, Directing Certificateholder (only
prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan as
to such party), the Risk Retention Consultation Party (other than with respect to an Excluded Loan as to such party), the applicable
Companion Holder (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to
the other master servicer under the related Other Pooling and Servicing Agreement) (unless, with respect to a holder of an AB
Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so
long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder
or Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver
to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered by the applicable Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the other
master servicer under the related Other Pooling and Servicing Agreement), if any. Following receipt of the applicable Master Servicer’s
or the applicable Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to
the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other
than the Class R or Class V Certificates). With respect to the processing of any modification, waiver or consent related to any
Mortgagor incurring additional debt or mezzanine debt, the applicable Special Servicer (if such Special Servicer processes such
modification,


 






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waiver
or consent pursuant to Section 3.18(a)) or the applicable Master Servicer (if such Master Servicer processes such modification,
waiver or consent pursuant to Sections 3.18(a) and (m) shall, on or before the later of (i) 3:00 p.m. on the related
P&I Advance Date and (ii) five (5) Business Days immediately following the applicable Master Servicer or the applicable Special
Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver
notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit DD. The notice contemplated in the
preceding sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case
may be, has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred
in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and
additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event
that either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in
a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator,
as applicable, and such Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor
Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable
to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form
of Exhibit JJ shall no longer be required hereunder. From time to time, the applicable Master Servicer, the applicable
Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information set forth
in this paragraph.


 


(h)       Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, each Master Servicer shall
process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall be entitled to all defeasance
fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to under this Agreement). Notwithstanding
the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance
of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole
Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer has received
(i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and
principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of
the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel
(at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected
security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of
any such opinion as a condition to granting such defeasance, (iv) to the extent


 






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consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single
purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the applicable Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the applicable Master Servicer has delivered
a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage
Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage
Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the
event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding
sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)        Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the applicable
Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable
Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan
documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would
not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and
provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency
Confirmation) are satisfied; and provided, further, that such securities are backed by the full faith and credit
of the United States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or


 






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qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans (other than the Mortgage Loans secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as “Del Amo Fashion Center”, “iStar Leased Fee Portfolio”, “Gateway
Net Lease Portfolio” and “Elgin Village & Cedar Breaks Centre”), originated or acquired by Bank of America,
National Association that are subject to defeasance and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley
Mortgage Capital Holdings LLC that are subject to defeasance, each of Bank of America, National Association and Morgan Stanley
Mortgage Capital Holdings LLC, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate
the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance
collateral (any such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the
General Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which Bank of America, National
Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller, which such Mortgage
Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the General Master Servicer
shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Bank of America,
National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, in the case of any such Mortgage Loan for
which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage
Loan Seller. Until such time as Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained
Defeasance Rights and Obligations as to which (i) Bank of America, National Association is the related Mortgage Loan Seller shall
be delivered to Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch,
III, email: leland.f.bunch@baml.com, with copies to Todd Stillerman, Assistant General Counsel & Director, Bank of
America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email:
william.stillerman@bankofamerica.com, and Hank LaBrun, Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Charlotte,
North Carolina 28202, email: henry.labrun@cwt.com or (ii) Morgan Stanley Mortgage Capital Holdings LLC is the related Mortgage
Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York, New York 10036, Attention:
Jane H. Lam (with copies to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the Americas, New York, New York 10020,
Attention: Legal Compliance Division, and cmbs_notices@morganstanley.com). With respect to any Mortgage Loan originated or acquired
by Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, that is subject to defeasance,
if the successor borrower is not designated or formed by Bank of America, National Association or Morgan Stanley Mortgage Capital
Holdings LLC, as the case may be, or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable
to the Master Servicer in accordance with the Servicing Standard.


 






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(j)        If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which
shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess
of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan
documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination
of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)        Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the applicable Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy
of an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification, waiver,
consent or amendment will not cause an Adverse REMIC Event.


 


(m)      Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
applicable Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except as otherwise
provided


 






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below
in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the applicable Special Servicer’s
approval, consent or consultation take any of the following actions with respect to Non-Specially Serviced Loans (each such action,
a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial covenants)
including late (but not waived) financial statements (except that, other than with respect to any NCB Co-op Mortgage Loan or any
Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder’s consent (or deemed consent)
shall be required to grant waivers of more than 3 consecutive late deliveries of financial statements); (ii) consents to releases
of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related
Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due,
provided such releases are required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or
rights of way (including, without limitation, for utilities, access, parking, public improvements or another purpose) or subordination
of the lien of the Mortgage Loan to easements except that, prior to the occurrence and continuance of a Control Termination Event
and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority
of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve or
consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine approvals,
including granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities, including
approval of new leases and amendments to current leases (other than for ground leases) (provided that, prior to the occurrence
and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall
be required for leasing activities that affect an area greater than or equal to the lesser of (1) 30% of the net rentable area
of the improvements at the Mortgaged Property or (2) 30,000 square feet), including approval of new leases and amendments to current
leases; (v) consent to actions and releases related to condemnation of parcels of a Mortgaged Property (provided that,
prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect
to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s
consent (or deemed consent) shall be required in connection with any condemnation with respect to a material parcel or a material
income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when
due); (vi) consent to a change in property management relating to any Mortgage Loan or any related Companion Loan if the replacement
property manager is not a Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination Event,
and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority
of the Controlling Class, and other than any NCB Co-op Mortgage Loan, the Directing Certificateholder’s consent (or deemed
consent) shall be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding principal balance
equal to or greater than $10,000,000); (vii) approve annual


 






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operating
budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any
letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that
(other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority
of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event) the
Directing Certificateholder’s consent (or deemed consent) shall be required for earnout or performance reserve releases
with respect to the letters of credit, escrow funds, reserve funds and other additional collateral listed on Schedule
3; (ix) grant any extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan
or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or
forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor, on or before the
related Maturity Date, has delivered a financing commitment or contract of sale, in either case subject only to normal
closing conditions and satisfactory in form and substance to the applicable Master Servicer, which provides that a
refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on
which such Balloon Payment will become due; (x) any modification, amendment, consent to a modification or waiver of any term
of any Intercreditor Agreement, except that (other than with respect to any Excluded Loan with respect to the
Directing Certificateholder or the holder of the majority of the Controlling Class and other than amendments to split or
resize notes consistent with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent (or
deemed consent) shall be required for any such modification to an Intercreditor Agreement other than during a Control
Termination Event, and if any such modification or amendment would adversely impact the applicable Special Servicer, such
modification or amendment will additionally require the consent of such Special Servicer as a condition to its effectiveness;
(xi) any determination of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of a
Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or
the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent)
shall be required in accordance with this Agreement for any such determination; (xii) approve or consent to any defeasance of
the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of
defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other
than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a
principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such
principal prepayment; (xiii) any determination to bring a Mortgaged Property into compliance with applicable environmental
laws or to otherwise address hazardous material located at a Mortgaged Property subject, prior to the occurrence and
continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, to the consent (or deemed consent) of the Directing
Certificateholder; (xiv) any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the
Mortgage Loan documents allow without the consent of the lender but subject to satisfaction of conditions specified in the
Mortgage Loan documents where no lender discretion is necessary in order to determine if such conditions are satisfied; (xv)
with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor incurring subordinate debt secured by the related
Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt Conditions with respect to such subordinate
debt; and


 






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(xvi)
grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision; provided
that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by
an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent
requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing
Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor
Agreement; provided, further, that, with respect to any Serviced AB Whole Loan, the foregoing matters shall not
include (and Master Servicer Decision shall not include) any action that constitutes a “major decision” under the
related Intercreditor Agreement. In the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
such consent shall be deemed given if a response to the request for consent is not provided within 5 Business Days after receipt
of the applicable Master Servicer’s written recommendation and analysis and all information reasonably requested by the
Directing Certificateholder, and reasonably available to such Master Servicer in order to grant or withhold such consent. In connection
with the processing by such Master Servicer of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
the applicable Master Servicer shall deliver notice thereof to the applicable Special Servicer and, prior to the occurrence and
continuance of a Consultation Termination Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, to the Directing Certificateholder, except to the extent that the applicable
Special Servicer or the Directing Certificateholder notifies such Master Servicer that it does not desire to receive copies of
such items. The foregoing is intended to be an itemization of actions the Master Servicers may take without having to obtain the
approval of any other party and is not intended to limit the responsibilities of the Master Servicers hereunder.


 


(n)       No
Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such
modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


Section
3.19     Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping;
Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall promptly give notice to the applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Operating Advisor and the Directing Certificateholder (in the case of the Directing Certificateholder,
(i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan as to such party) thereof, and the applicable Master Servicer shall deliver the related Mortgage File and Servicing File
to the applicable Special Servicer and concurrently


 






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provide
a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The applicable Master Servicer
shall use its reasonable efforts to provide the applicable Special Servicer with all documents and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related
Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise available to such Master Servicer
without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its functions
hereunder with respect thereto. Such Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (iii), (iv),
(viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice
from the applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the determination) and
in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The applicable Master Servicer shall deliver to the Trustee, the Certificate Administrator, the
Operating Advisor, the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party), a
copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the applicable Special Servicer,
or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section 3.19. Prior to the occurrence
and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3)
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such
Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer, the Operating
Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal
Period has occurred) and the Directing Certificateholder (with respect to the Directing Certificateholder, (i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and
shall return the related Mortgage File and Servicing File to the applicable Master Servicer (or copies thereof if copies only
were delivered to the applicable Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing
File to such Master Servicer, such Special Servicer’s obligation to service such Corrected Loan shall terminate and the
obligations of such Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan
shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to


 






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the
extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable
Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment records with respect to
each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the applicable Special Servicer with any information in its possession with respect to such records to
enable such Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed
to require such Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a
report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if
applicable, and the related Mortgaged Property to the applicable Master Servicer, the Directing Certificateholder (but with
respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than (A) any Excluded Loan as to such
party or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to
the occurrence and continuance of a Consultation Termination Event), any related Subordinate Companion Holder prior to an
AB Control Appraisal Period with respect to any Serviced AB Whole Loan, the Risk Retention Consultation Party (but only
with respect to any Mortgage Loan other than an Excluded Loan as to such party), the Operating Advisor (but, other than
with respect to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, only after the occurrence and during the continuance of a Control Termination Event and, with respect to
any Serviced AB Whole Loan, only to the extent that such Whole Loan is subject to an AB Control Appraisal Period) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the related Companion
Holder or, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the applicable
master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold; the Special
Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the
Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. For the avoidance of doubt, no Master Servicer shall make any Asset Status Reports available to any
Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator. Further, the Certificate Administrator shall not request any Asset
Status Report or Final Asset Status Report from either Master Servicer. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable based on the information that was delivered to the applicable
Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)        a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 






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


 


(iii)      the
most current rent roll (or with respect to NCB Co-op Mortgage Loans, maintenance schedule), and income or operating statement
available for the related Mortgaged Property;


 


(iv)      (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)     the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)       such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard


 






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that
the disapproval by the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days)
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole
(taking into account the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer shall
implement the recommended action as outlined in such Asset Status Report; provided, however, that the applicable
Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable
Special Servicer has not made the affirmative determination described above, the applicable 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 applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance
with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any
related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion
Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty
(60) Business Days following the first submission of an Asset Status Report, the applicable Special Servicer may act upon the
most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided, however,
that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required
pursuant to Section 6.08. Each Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant
to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class that includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect


 






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thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the applicable
Special Servicer, shall (a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating
Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors,
members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
the Trustee’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly
deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing
Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not
an Excluded Loan as to such party)). The Operating Advisor shall provide comments to the applicable Special Servicer in respect
of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The applicable
Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and
the Directing Certificateholder (in each case, if no Consultation Termination Event has occurred and is continuing and such Specially
Serviced Loan is not an Excluded Loan as to such party or a Non-Serviced Mortgage Loan)) in connection with the applicable Special
Servicer’s preparation of any Asset Status Report. The applicable Special Servicer may revise the Asset Status Report as
it deems necessary to take into account any input and/or comments from the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan
as to such party)), to the extent the applicable Special Servicer determines that the Operating Advisor’s and/or Directing
Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of
the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature
of such Companion Loan)).


 






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After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder (except with respect to any Excluded Loan as to such party or any Serviced AB Whole Loan prior to
the occurrence and continuance of an AB Control Appraisal Period) and the Operating Advisor shall consult with the applicable
Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. The
Directing Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence and during
the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall
have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect to Asset
Status Reports and the applicable Special Servicer shall only be obligated to consult with the Operating Advisor with respect
to any Asset Status Report as described above. The applicable Special Servicer may choose to revise the Asset Status Report as
it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a
Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)       (i)Upon
receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day period set forth therein), the applicable Master Servicer shall with reasonable promptness
give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer with all information relating
to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer to enable it to negotiate with
the related Mortgagor. The applicable Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day period
set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 






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(f)        Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer shall deliver in electronic
format to the Directing Certificateholder (other than with respect to any Excluded Loan as to such party) a draft notice that
will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall
not include any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan
prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan
Controlling Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then
the most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such twentieth
(20th) Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,
however, that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft
summary by the Directing Certificateholder is not in the best interest of all the Certificateholders and the holder of any related
Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan),
pursuant to the Servicing Standard, the applicable Special Servicer shall deliver in electronic format such notice and summary
of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b) notwithstanding such disapproval. The applicable Special Servicer shall promptly deliver (but
in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The applicable Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole
Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance
with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval),
and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to
the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 






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Section
3.20     Sub-Servicing Agreements.   (a) Each Master Servicer and each Special Servicer
may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides
that if the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer
act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances
described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the
Operating Advisor, the Certificate Administrator, the Master Servicers or Special Servicers, as applicable, (other than the applicable
Master Servicer or applicable Special Servicer that enters into such Sub-Servicing Agreement) any successor master servicer or
successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty;
provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees
as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing
Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the
Trust except through the applicable Master Servicer or the applicable Special Servicer, as the case may be, if and only to the
extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and
to the extent the applicable Master Servicer or the applicable Special Servicer, as the case may be, is permitted hereunder to
modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the
consent of the applicable Master Servicer or the applicable Special Servicer, as applicable (which consent shall not be granted
except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing
Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related
Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any
applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to
be delivered to the applicable Master Servicer, the Certificate Administrator or the Depositor under Article XI or under
the Sub-Servicing Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform
its


 






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obligations under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable, hereunder
shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume any
Sub-Servicing Agreements from the applicable predecessor Master Servicer or Special Servicer, as the case may be (subject to Section
3.20(g)). In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer may but need not provide
that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the
time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may
provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect
to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be, shall deliver to the Trustee copies
of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly
upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the applicable
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of each Master Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the applicable Master Servicer hereunder to make Advances shall be deemed to
have been advanced by the applicable Master Servicer out of its own funds and, accordingly, in such event, such Advances shall
be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the applicable Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the applicable Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant
to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer, as the case may
be, the Trustee and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment
by it of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master
Servicer’s obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall


 






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(at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the
applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable
Master Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing
Agreement.


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer
under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)        Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master Servicer shall remain
obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder and
the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and
when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a
result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)        The
Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)        Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s servicing
rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with
its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the


 






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successor master servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial
Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
applicable Master Servicer pursuant to the terms hereof.


 


(i)         Notwithstanding
any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement that provides for the
performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance of any
Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except
to the extent necessary for the applicable Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Distribution Date occurring in the month preceding the month in which
the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with the Master Servicers and the Special Servicers. Within
a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often
than on a monthly basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and
(b) upon the occurrence and during the continuance of any Control Termination


 






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Event, the Operating Advisor (with respect to a
Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the applicable
Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention
Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party. (a) Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the applicable Master Servicer, the Certificate Administrator,
the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering
a notice to each such Person substantially in the form of Exhibit MM attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed
or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General Special Servicer, it
shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall execute a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor directing
certificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G
to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit
P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk
Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have notified the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or
the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the


 






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definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless
the Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk
Retention Consultation Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention Consultation
Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)       In
the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified
to either Master Servicer or either Special Servicer, as applicable, and such Master Servicer or such Special Servicer, as the
case may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified
to such Master Servicer or such Special Servicer, as applicable, then until such time as the new Directing Certificateholder or
Risk Retention Consultation Party, as applicable, is identified to such Master Servicer or such Special Servicer, as applicable,
such Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of the Directing Certificateholder or Risk Retention Consultation Party, as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor,
the Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (a) Eightfold Real Estate Capital Fund V, L.P., shall be the initial Directing Certificateholder and shall remain
so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event


 






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occurs and
is continuing, and (b) Morgan Stanley Mortgage Capital Holdings LLC shall be the initial Risk Retention Consultation Party and
shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event
occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder and the Risk Retention Consultation Party.


 


(f)        If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii)
the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes
including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing
Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted
as set forth in clauses (i) through (v) above, and no Certificateholder may take any action whatsoever against the
Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having
so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Risk Retention Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention
Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest;
(iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including
the RR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation
Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)       All
requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage


 






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Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)         Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB
Whole Loan Controlling Holder.


 


(j)        With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or
any Certificateholder and provide such information to the requesting party.


 


(l)        At
any time that the Controlling Class Certificateholder is the Holder of a majority of the Class E Certificates and the Class E
Certificates are the Controlling Class may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicers,
the Special Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as
a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause
(ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to
such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially
Serviced Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a


 






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Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In
the event that a Consultation Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the reduction of the Certificate Balance of the Class
E Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any
Cumulative Appraisal Reduction Amounts.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no


 






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longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be
an Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding
the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”,
in either such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and a Consultation Termination
Event will each be deemed to have occurred with respect to any such Excluded Loan.


 


Section
3.24     Intercreditor Agreements. (a) Each Master Servicer and Special Servicer
acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with
mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each
such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt, in accordance with the related Intercreditor Agreement
and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in
accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this
Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything
contrary in this Agreement, each of the Master Servicers and Special Servicers agrees not to take any action with respect to
a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt, or the related Mortgaged Property without the prior consent of
the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicers and Special Servicers acknowledges and agrees that each Companion Holder and each mezzanine
lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of
this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each Master Servicer and each
Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace
the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein
and in the related Intercreditor Agreement.


 


(b)       Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or
conflict between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any
Intercreditor Agreement that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction or
direction of a Companion Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required
to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute
a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an
expense to be


 






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borne by the applicable Master Servicer or the applicable Special Servicer for its own account without reimbursement.
In no event shall the applicable Master Servicer or the applicable Special Servicer be required to consult with or obtain the
consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of
its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement
shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine
lenders is as set forth in the related Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable
Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or
a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e)
or such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the identity and contact information
of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)        No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


 






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(e)        Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (1) to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
a Serviced Whole Loan to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence
and continuance of a Consultation Termination Event) and (2) to consult with any related Companion Holder on a strictly non-binding
basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that
after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the applicable
Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to
be provided to the Controlling Class Certificateholder, the applicable Special Servicer shall no longer be obligated to consult
with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day
period (unless, such Special Servicer proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the
immediately preceding sentence, such Special Servicer may make any Major Decision or take any action set forth in the Asset Status
Report before the expiration of the aforementioned ten (10) Business Day period if such Special Servicer determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder.
In no event shall the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended
by the related Companion Holder.


 


(f)        In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the applicable
Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable Master Servicer or the
applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon reasonable notice
and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which servicing issues
related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than
2 Business Days after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such Master
Servicer.


 






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(h)       To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25     Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being
posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating
Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by
posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received
the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again.
The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response
Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5
Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the Rating
Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may then take such action if the applicable Master Servicer
or the applicable Special Servicer, as the case may be, confirms its original determination (made prior to making such request)
that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the applicable Master Servicer or the applicable Special Servicer, such condition
shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special
servicer has been appointed and currently serves as a master servicer or special servicer, as applicable, on a transaction-level
basis on a CMBS transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s
has not cited servicing concerns with respect to such replacement master servicer or special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a rating downgrade or withdrawal) of securities in any other CMBS transaction serviced by such replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding


 






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Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer)
or “CSS3” (in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii)
DBRS has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in any other CMBS transaction serviced by such replacement
master servicer or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed
in this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as
if such requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written
notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the applicable Master Servicer
or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such
Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26     The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any
Specially Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the
applicable Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the applicable
Special Servicer.


 






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(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. 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 applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 





 (c)       (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate
Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for
which a Control Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s performance of its duties under
this Agreement during the prior calendar year with respect to the resolution and/or liquidation of Specially Serviced Loans that
the applicable Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the applicable 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. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no
Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s performance
in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period
under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section
3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the applicable Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the applicable Special Servicer is responsible for servicing under this Agreement
(other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions); provided
that the Operating Advisor shall not be required to report on any instances of non-compliance with, or deviations from, the Servicing
Standard or the applicable Special


 






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Servicer’s obligations under this Agreement that the Operating Advisor determines, in
accordance with the Operating Advisor Standard, to be immaterial. Such Operating Advisor Annual Report shall be delivered to the
applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5
Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the applicable Special Servicer shall
be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to
the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any
comments to the Operating Advisor Annual Report that are provided by the applicable Special Servicer. The Operating Advisor Annual
Report will be prepared on the basis of the applicable Special Servicer’s performance of its duties as they relate to the
resolution and/or liquidation of Specially Serviced Loans, taking into account the applicable Special Servicer’s specific
duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard,
with reasonable consideration by the Operating Advisor of the items required to be reviewed by it pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no Final Asset Status Report was prepared by the applicable Special Servicer in connection with
a Specially Serviced Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)       Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the
Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall
not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value
calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the Operating
Advisor shall notify the Special Servicer of such error).


 






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(e)       (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole
Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period,
after the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related to
(i) Appraisal Reduction Amounts or Collateral Deficiency Amount (if the applicable Special Servicer has calculated any such
Appraisal Reduction Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section
1.02(iv), the applicable Special Servicer shall forward such calculations, together with any supporting material or
additional information necessary in support thereof (including such additional information reasonably requested by the
Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged
Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such
calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such
calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in
connection with any such calculation.


 


(ii)        In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the applicable 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 applicable 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 applicable Master
Servicer shall cooperate with such Special Servicer and provide any information reasonably requested by such Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount that is either in such Master
Servicer’s possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable 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 applicable Special Servicer and determine which calculation is to apply and shall provide such parties
prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 






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(f)        [RESERVED].


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that is an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other than pursuant to
a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged
Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same
confidentiality provisions applicable to the Operating Advisor.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)        As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the
case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and,
in connection with any partial month interest payment, for the same period respecting which any related interest payment due on
the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section
3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result
of the allocation of Realized


 






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Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision
under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use commercially
reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents.
The applicable Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating
Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with
the Servicing Standard, but in no event shall such Master 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; provided that the Master
Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any
such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights
in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any
Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination
Event; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
with respect to any Non-Serviced Whole Loan.


 


(j)        After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders
(provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting
Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders
and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice
to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard.
Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account
the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal
Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating


 






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Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing
to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the applicable Special Servicer, the applicable Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and
the Certificateholders.


 


(l)        The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 






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(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates,
the Class R Certificates and the RR Interest, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)        Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 


(t)        The
Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements or arrangements
with such agents or


 






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subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)       With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
a Control Termination Event or Consultation Termination Event, as applicable.


 


Section
3.27     Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans,
the applicable Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant to
Article VII of this


 






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Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28     Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a
register (the “Serviced Companion Noteholder Register”) with respect to each Serviced Companion Loan on
which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders from
time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial
Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu
Companion Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable
Non-Serviced PSA, the applicable Master Servicer and the applicable Special Servicer shall acknowledge its successor as the
successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that
the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the
Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify each
Non-Serviced Master Servicer of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of


 






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the applicable
Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with
such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole
Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of
a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the applicable Special Servicer, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)        With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably cooperate
with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with
such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are
in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive any communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major Decision pursuant to clause
(xi) of the definition of such term or “Master Servicer Decision” pursuant to clause (x) of the definition of
such term, then such Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder (and
to the applicable Master


 






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Servicer, if the applicable Special Servicer is forwarding such communication, and to the applicable
Special Servicer if the applicable Master Servicer is forwarding such communication), and the applicable Special Servicer shall
reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)        During
the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later than 5:00
p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under
the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu
Companion Loan: (A) to the extent the General Master Servicer has received the CREFC® Special Servicer Loan File
at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related
Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the General Special Servicer and the General Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date,
(E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC®
Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update
File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the General
Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under the related
Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan
Modification Reports and CREFC® REO Liquidation Reports received from the General Special Servicer. In no event
shall any report described in this Section 3.29(i) be required to reflect information that has not been collected by or
delivered to the General Master Servicer, or any payments or collections not received by the General Master Servicer, as of the
close of business on the Business Day prior to the Business Day on which the report is due. In addition, the General Master Servicer
shall deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling
and Servicing Agreement any and all other reports required to be delivered by the General Master Servicer to the Certificate Administrator
hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)        Promptly
upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver notice of such
change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate
Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30     Certain Matters with Respect to Joint Mortgage Loans.


 






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(a)       If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases
the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”) related
to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions
of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this Agreement
that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage
Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section
3.30, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any
Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I)
with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect to any
Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j) below shall not apply, and the terms of
the related Intercreditor Agreement shall continue to govern the relationship between the related Mortgage Notes as if each related
Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With respect
to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


 


(b)       Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced Custodian
as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain title
to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)        All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion of any
Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments
from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to
each Mortgage Note shall be collected as provided in this Agreement by the applicable Master Servicer and shall be applied upon
receipt by such Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage
Interest, 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 for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro
rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the applicable Master Servicer
or the applicable Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the applicable Master
Servicer on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited
and applied in accordance with this Agreement, subject to Section 3.30(b)(ii).


 






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If any Joint Mortgage Loan to which this
Section 3.30 applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage
Loan shall be collected and shall be applied upon receipt by the applicable Master Servicer pro rata to each related Mortgage
Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.30(b)(ii). Any Appraisal Reduction
Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.30 shall be allocated to each related
Mortgage Note pro rata based upon the respective unpaid principal balances thereof.


 


(ii)        If
the applicable Master Servicer or the applicable Special Servicer, as applicable, receives an aggregate payment of less than the
aggregate amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller
shall receive from such Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses,
losses and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest,
Nonrecoverable Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including
any such fees related to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes
pro rata based upon the respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other
amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments
or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan
Seller.


 


(iii)       A
Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies shall be serviced for
the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions
of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint
Mortgage Loan were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor as servicer, special servicer or operating
advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall
be exercised by the applicable Master Servicer or the applicable Special Servicer, as applicable, on behalf of the Trust to the
extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)      With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the related
Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder on a pari
passu basis. Funds collected by the applicable Master Servicer or the applicable Special Servicer, as applicable, and applied
to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions


 






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hereof relating to holders
of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the
applicable Master Servicer, the applicable Special Servicer and the Operating Advisor with respect to each Repurchased Note as
provided in this Agreement as if each such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the
Certificate Administrator, the Custodian, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor
shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note is part
of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the applicable Master
Servicer and the applicable Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than
to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced
Pari Passu Companion Loan hereunder.


 


(c)        If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The applicable Special Servicer
shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing
Fee, Workout Fee or Liquidation Fee payable to such Special Servicer under this Agreement as with respect to a Serviced Pari Passu
Companion Loan.


 


(d)        If
(A) the applicable Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof
in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all
of the applicable Mortgage Notes and (B) such related payment is not received or collected by such Master Servicer, then the applicable
Repurchasing Mortgage Loan Seller shall promptly on demand by such Master Servicer return such amount to such Master Servicer.
If such Master Servicer determines at any time that any amount received or collected by such Master Servicer in respect of any
Joint Mortgage Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person
or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, such Master Servicer
shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by such Master Servicer repay (which obligation shall survive the termination of
this Agreement) any portion thereof that such Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller,
together with interest thereon at such rate, if any, as such Master Servicer may pay to the related Mortgagor or such other person
or entity with respect thereto.


 


(e)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the applicable Master Servicer or the applicable Special Servicer, as applicable,
on behalf of the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service
and make all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable


 






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Mortgage Loan
documents as provided hereunder. Without limiting the generality of the preceding sentence, the applicable Master Servicer or
the applicable Special Servicer, as applicable, may 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 related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as
contemplated by this Section 3.30, without the consent of the related Repurchasing Mortgage Loan Seller, subject, however,
to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


 


(f)        In
taking or refraining from taking any action permitted hereunder, the applicable Master Servicer and the applicable Special Servicer
shall each be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans
that are not Non-Serviced Mortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement and
shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder
of a Serviced Pari Passu Companion Loan.


 


(g)       If
the Trustee, the applicable Master Servicer or the applicable Special Servicer has made a Servicing Advance with respect to any
Repurchased Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined
to be a Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal
to such Repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with
interest thereon. Notwithstanding the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse
the Trustee, the applicable Master Servicer or the applicable Special Servicer (and amounts due to the applicable Repurchasing
Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loans or any
other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable
Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the
applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller
Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the applicable Master Servicer’s
or the applicable Special Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary
contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed an amount equal to its Mortgage
Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)       Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that, with respect
to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)        With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the applicable
Master Servicer and the applicable Special Servicer shall, in connection with their servicing and administrative duties under
this Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing
Mortgage Loan Seller as a holder of a pari passu interest


 






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in the applicable Joint Mortgage Loan, any and all financing
statements, continuation statements and other documents and instruments necessary to maintain the lien created by any Mortgage
or other security document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral,
any and all modifications, waivers, amendments or consents to or with respect to the related Joint 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 related Mortgaged Property all in accordance
with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished,
to the applicable Master Servicer and the applicable Special Servicer any powers of attorney or other documents necessary or appropriate
to enable such Master Servicer or such Special Servicer, as the case may be, to carry out its servicing and administrative duties
under this Agreement related to the applicable Joint Mortgage Loan; provided, that such Repurchasing Mortgage Loan Seller
shall not be liable, and shall be indemnified by the applicable Master Servicer or the applicable Special Servicer, as applicable,
for any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer,
as the case may be; provided, further, that the applicable Master Servicer or the applicable Special Servicer, without
the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing
Mortgage Loan Seller without indicating its representative capacity or take any action with the intent to cause and that actually
causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


(j)       Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
applicable Master Servicer or the applicable Special Servicer, as applicable, the Mortgage Loan documents related to the applicable
Repurchased Note, any requests 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 related Mortgaged Property or to any legal action or to enforce any
other remedies or rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect
to the related Repurchased Note.


 


Section
3.31     [RESERVED].


 


Section
3.32     [RESERVED].


 


Section
3.33     Delivery of Excluded Information to the Certificate Administrator. Any Excluded
Information that a Master Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate
Administrator via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate
files labeled “Excluded Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com.
For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section
3.33 shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any
information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall
be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided
under Section 3.13. When so posted, the Excluded Controlling


 






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Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, the Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions.


 


(a)       Distributions
of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to
the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each
Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)         first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-D
Certificates pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of
interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such
Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates and the Class A-5 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB


 






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Certificates, in an amount up to the Principal Distribution Amount, until
the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance
for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero;
(3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to
the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to
the Holders of the Class A-4 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; (6) sixth,
to the Holders of the Class A-5 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3), (4) and (5) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been reduced to zero;
and (7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4),
(5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-2
Certificates, Class A-SB Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-SB Certificates, Class
A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates is reduced to zero;


 


(iii)      third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates and the Class A-5 Certificates, up to an amount equal to, and pro rata based upon, the aggregate
unreimbursed Realized Losses previously allocated to each such Class, plus interest on that amount at the Pass-Through Rate for
such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(v)  
     fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2
Certificates, Class A-SB Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)      sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(vii)     seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)    eighth,
after the Certificate Balance of the Class A Certificates has been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior
distributions thereof hereunder), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)       ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(x)    
   tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balance of the Class A Certificates and Class B Certificates has been reduced to zero, to the Holders of
the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class C Certificates
has been reduced to zero;


 


(xii)      twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)     thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(xiv)     fourteenth,
after the Certificate Balance of the Class A Certificates, Class B Certificates and Class C Certificates has been reduced to zero,
to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 


(xv)      fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xvi)     sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)    seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)
 eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)     nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)      twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)     twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 






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(xxii)    twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)   twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxiv)   twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxv)  
 twenty-fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi) 
 twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates have been reduced to
zero, to the Holders of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and Class G Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H Certificates
has been reduced to zero;


 


(xxvii)  twenty-seventh,
to the Holders of the Class H Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class; and


 


(xxviii) twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the applicable Master Servicer and required to be part of the Available Funds
for such Distribution Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator
will use commercially


 






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reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution
Date. None of the Master Servicers, the Special Servicers or the Certificate Administrator shall be liable or held responsible
for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions described
in the preceding sentence.


 


(b)       Distributions
of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate Available Funds
for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth
in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)   
     first, to the Holders of the RR Interest, in respect of interest, up to an amount equal to the
Retained Certificate Interest Distribution Amount for such Distribution Date;


 


(ii)        second,
to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained Certificate
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the RR Interest has been
reduced to zero; and


 


(iii)       third,
to the Holders of the RR Interest, up to an amount equal to the Retained Certificate Realized Loss Interest Distribution Amount
for such Distribution Date;


 


provided,
however, that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed
to the Holders of the Class R Certificates in respect of the Class UR Interest.


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to the Holders of the respective
Related Certificates as provided in Sections 4.01(a), 4.01(b), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount or Retained Certificate Interest Distribution
Amount, as applicable, in respect of its Related Certificates plus (A) a pro rata portion of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4 and Class LA5 Uncertificated
Interests, the Class X-A Certificates, (ii) in


 






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the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the
Class X-B Certificates, and (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, and (B) in
the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount in respect of the RR Interest,
in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a) or 4.01(b), as applicable. Amounts distributable pursuant
to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be
made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC
Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses, as provided
in Sections 4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the
respective Original Lower-Tier Principal Amount. The Pass-Through Rate with respect to each Lower-Tier Regular Interest for any
Distribution Date shall be the Weighted Average Net Mortgage Rate for such Distribution Date.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate
Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate Realized
Losses, as applicable, and other amounts provided for in this Section 4.01.


 


(e)        Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of
any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium
is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium in the
following manner: (x)(i) to each Class of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class
B, Class C and Class D Certificates, the product of (A) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is
equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of
which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-


 






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5, Class
A-S, Class B, Class C and Class D Certificates for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if
any, of (A) the product of (I) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction,
the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4 and Class A-5 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class
A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates as described above, (iii) to the Class X-B Certificates,
the excess, if any, of (A) the product of (I) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium
and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S, Class B and Class
C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class
A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates for that Distribution
Date, over (b) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S, Class B and Class
C Certificates as described above, and (iv) to the Class X-D Certificates, any remaining portion of the Non-Retained Percentage
of such Yield Maintenance Charge or Prepayment Premium as described above in this clause (x), and (y) to the RR Interest,
the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on
such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest
Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest
Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall
be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or
Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate
(as reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount
rate was not


 






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used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment
(or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating
the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related
Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan)), such interpolated yield
converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate
Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Class E, Class F, Class G, Class H, Class R or Class
V Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
A-S, Class B, Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage of all Yield Maintenance
Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Class X-D Certificates and the
Required Credit Risk Retention Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage
Loans shall be distributed to the RR Interest.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 


(f)        On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) equal to the Gain-on-Sale Remittance Amount for such Distribution Date.
The Certificate Administrator shall deposit such amounts in the Distribution Account for distribution pursuant to Section 4.01(a)
to the Holders of the Regular Certificates other than the RR Interest (in order of distribution priority) (first deeming such
amounts to be distributed with respect to the Related Lower-Tier Regular Interests). Amounts paid in reimbursement of Realized
Losses shall not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining
in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to
the Principal Balance Certificates and related Realized Losses in each case allocable to the Regular Certificates (other than
the RR Interest). Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed
to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


In
addition, on each Distribution Date, the Certificate Administrator shall withdraw amounts from the Retained Certificate Gain-on-Sale
Reserve Account (other than


 






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amounts with respect to a Non-Serviced Mortgage Loan) equal to the Retained Certificate Gain-on-Sale
Remittance Amount for such Distribution Date. The Certificate Administrator shall deposit such amounts in the Distribution Account
for distribution pursuant to Section 4.01(b) to the Holders of the RR Interest (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interest). Amounts paid in reimbursement of Retained Certificate Realized Losses
shall not reduce the Certificate Balance of the RR Interest if it receives such distributions. Any amounts remaining in the Retained
Certificate Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Retained Certificate Realized
Losses with respect to the RR Interest. Upon termination of the Trust, any amounts remaining in the Retained Certificate Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class
LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicers,
the Special Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates) will be made
on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date,
post on the Certificate


 






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Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the
effect that:


 


(i)         the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)        no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)         Distributions
in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to the Regular
Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or Section
4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal
on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses or
Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has since been retired
shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior
Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such
prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check
mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust
for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner
contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 






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(j)          On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Loans shall be
distributed (i) to the Holders of the Excess Interest Certificates in an amount equal to the Non-Retained Percentage of such Excess
Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such
Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available to pay any
other amounts except for distributions on Excess Interest Certificates and the RR Interest as set forth in the prior sentence.


 


(k)         On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by such Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)         to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)        to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)        to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to
the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, each Master Servicer shall withdraw from its Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is


 






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servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant
of Power of Attorney. (a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section
3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form
set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the
distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall
include:


 


(i)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)         the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)        the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the applicable
Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset
Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in
each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation
paid to such Master Servicer and such Special Servicer;


 


(iv)        the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)         the
aggregate amount of unscheduled payments received;


 


(vi)        the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 






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(ix)         the
Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)          the
(A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest Distribution
Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount, as applicable,
for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment Premiums;


 


(xii)        the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or Retained
Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result of allocations
of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates (other
than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 






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(xx)        a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)      in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)     the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)     the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)      with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such Liquidation Event, and
(D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection with such Liquidation Event;


 


(xxvi)     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)
the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related REO
Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest
in respect of the related REO Loan in connection with that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 






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(xxix)     the
then-current credit support levels for each Class of Certificates;


 


(xxx)      the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)   the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and
(xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)          [RESERVED].


 






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(c)          Each
of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer or such
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement
in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such action does
not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the applicable Master Servicer’s Internet website, such
Master Servicer shall take reasonable measures to ensure that only such parties listed above may access such information including,
without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special
Servicer, as the case may be, shall be liable for dissemination of this information in accordance with this Agreement, and no Master
Servicer or the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Section
3.13 and Section 4.02(a), other than information produced by such Master Servicer or such Special Servicer, as applicable;
provided that such information otherwise meets the requirements set forth herein with respect to the form and substance
of such information or reports. The applicable Master Servicer shall be entitled to attach to any report provided pursuant to this
Section 4.02(c), any reasonable disclaimer with respect to information provided, or any assumptions required to be made
by such report.


 


Each Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide the applicable
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the applicable Master Servicer to prepare each report and any supplemental information to be provided by the applicable Master
Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the applicable Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from such Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating Realized
Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief
of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged


 






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Properties. The applicable
Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)         Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and
if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable, such Master
Servicer or such Special Servicer shall provide or make available (or forward electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively


 






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rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     P&I
Advances. (a)On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable Master Servicer
shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account,
an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced by such Master
Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future
distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances or (iii)
make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to
be made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately
reflected in the applicable Master Servicer’s records and replaced by such Master Servicer by deposit in the Collection
Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made). The applicable Master
Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by such Master
Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage Loans serviced
by such Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the
applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date,
the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution
Date, unless such Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the
Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the applicable Master
Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances
by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for
payment to CREFC® on such Distribution Date.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing
Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related
Non-Serviced


 






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Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business
Days of making such P&I Advance.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by each Master Servicer with
respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced
by any Sub-Servicer on behalf of the applicable Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in
respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related
to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled
Payment therefor. Subject to Section 4.03(c) below, the obligation of the applicable Master Servicer to make such P&I
Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than
any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any,
received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto
are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master Servicer, the applicable
Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with
respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer
or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2)
Business Days of the date of such determination. If the applicable Master Servicer receives written notice from the related Other
Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable Other
Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other
Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other Pooling
and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master Servicer,
the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with


 






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respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I Advances with
respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be,
shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance
would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the applicable
Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such
determination within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to
a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance,
then the applicable Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be
a Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required
to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole
discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.


 






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(d)         In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the applicable
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless
related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including
the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance,
subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)         Notwithstanding
the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect
to any Companion Loan or any cure payment payable by a holder of an AB Subordinate Companion Loan and (ii) if an Appraisal Reduction
Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an “appraisal
reduction amount” (or similar item) has been made in accordance with the related Non-Serviced PSA and the applicable Master
Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon, the interest portion
of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the
interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause 4.03(e)(ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced
Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator
of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes
of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed
Scheduled Payment for the related Distribution Date.


 


Section 4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained Certificate Realized Loss
for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses or Retained Certificate
Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses or Retained Certificate Realized
Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously


 






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allocated
Realized Losses and Retained Certificate Realized Losses will not constitute distributions of principal for any purpose and will
not result in an additional reduction in the Certificate Balance of the applicable Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction
of the Aggregate Principal Distribution Amount (and corresponding to a reduction of the Principal Distribution Amount and Retained
Certificate Principal Distribution Amount) are subsequently recovered on the related Mortgage Loan, the amount of such recovery
will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated
Realized Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized Losses, in sequential order
according to the priority of payments for the Principal Balance Certificates (other than the RR Interest) (and in the case of
the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed
Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses and Retained Certificate Realized
Losses, as applicable, allocated to such Class of Principal Balance Certificates.


 


(b)          (i)
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest) will be
reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with
respect to such Distribution Date. Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)          On
each Distribution Date, the Certificate Balance of the RR Interest will be reduced without distribution, as a write-off to the
extent of any Retained Certificate Realized Losses with respect to such Distribution Date.


 


(c)          With
respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class of Principal
Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b) with respect to such Distribution Date shall
reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05     Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the applicable Special Servicer or the Operating Advisor, Allocated Appraisal Reduction Amounts and Allocated Collateral
Deficiency Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated
to each Class of Certificates (other than the RR Interest) in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class H Certificates,
second, to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates,
fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates,
eighth, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements,
to the Senior Certificates (other than the Class X-A, Class X-B and Class X-D Certificates).


 






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Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the
one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention
Percentage and the Non-Retained Percentage, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the applicable Special Servicer
shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most
recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage Loan, and all other information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Master Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Master Servicer shall (i) promptly request from
the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with
respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable Master Servicer to
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination
Date following receipt by the applicable Master Servicer of the appraisal and any other information set forth in the immediately
preceding clause (i) that the applicable Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the applicable Master Servicer thereof. Upon reasonable
prior written request, the applicable Master Servicer shall provide the applicable Special Servicer with information in its possession
that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicers (with respect
to Mortgage Loans (other than the Non-Serviced Mortgage Loans)), the Special Servicers (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Allocated Collateral Deficiency Amounts
allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates
is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance
of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction
Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction
Amount), in accordance with this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts and
Allocated Cumulative Appraisal Reduction Amounts.


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of a Special


 






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Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The applicable Special
Servicer (in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan)) or the applicable Master Servicer (in the case
of a Non-Serviced Mortgage Loan) shall promptly notify the applicable Master Servicer or the applicable Special Servicer, as the
case may be, and the applicable Master Servicer shall notify the Certificate Administrator, to the extent it receives such information,
of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction
Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through
delivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount) and
the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or
Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on information in
its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the applicable
Master Servicer, the applicable Special Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right, at their sole expense,
to require the applicable Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the applicable Master
Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage Loan (or
Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount
(such Holders, the “Requesting Holders”). The applicable Special Servicer shall use its reasonable efforts to
ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such
MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the applicable Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the applicable
Master Servicer shall use commercially reasonable efforts to obtain such second Appraisal from the applicable Non-Serviced Special
Servicer and to forward such second Appraisal to the applicable Special Servicer.


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer (for Collateral Deficiency
Amounts on Non-Serviced


 






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Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage
Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the applicable Special
Servicer (for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)) shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount (as applicable) is warranted, and if so warranted, such Person shall recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and (for any Mortgage Loan (other than a Non-Serviced
Mortgage Loan)) any information received from the applicable Master Servicer. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable. The Certificate Administrator, the Operating Advisor and the Special
Servicers shall be entitled to conclusively rely on the applicable Master Servicer’s calculation or determination of any
Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans. The Holders of an Appraised-Out Class may not exercise
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the applicable Special Servicer of any request to obtain a supplemental
Appraisal pursuant to clause (i) above to but excluding the date on which either (A) such Special Servicer determines that
no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) such Special Servicer recalculates
the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next
most senior Class of Control Eligible Certificates that is not an Appraised-Out Class, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the applicable
Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the applicable
Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by such Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable
Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and
((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Mortgage
Loan that is an Excluded Loan as to such party) the Directing Certificateholder. Based upon such Appraisal or


 






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internal valuation
(or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by
the applicable Special Servicer from the applicable Master Servicer necessary to calculate the Appraisal Reduction Amount, the
applicable Special Servicer shall determine or redetermine, as applicable, and report to the applicable Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the applicable Special Servicer shall not be liable
for failure to comply with such duties insofar as such failure results from a failure of the applicable Master Servicer to provide
sufficient information to such Special Servicer to comply with such duties or failure by such Master Servicer to otherwise comply
with its obligations hereunder. Following a Master Servicer’s receipt from the applicable Special Servicer of the calculation
of the Appraisal Reduction Amounts, such Master Servicer shall provide such information to the Certificate Administrator in the
form of the CREFC® Loan Periodic Update File, and the Certificate Administrator will calculate the Allocated Appraisal
Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall also
be promptly forwarded by the applicable Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer and
Other Trustee of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by such Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount,
such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence and continuance of a Consultation Termination Event (and unless the related Mortgage Loan is an Excluded
Loan as to such party), the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding
the foregoing but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal
or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an Appraisal or
conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged
Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the applicable
Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect
to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the applicable Special Servicer is
not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 






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The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal Reduction Amount,
using reasonable efforts to deliver such information, within four (4) Business Days following the applicable Special Servicer’s
reasonable request therefor; provided that such Special Servicer’s failure to timely make such request shall not relieve
such Master Servicer of its obligation to use reasonable efforts to provide such information to such Special Servicer within four
(4) Business Days following such Special Servicer’s reasonable request. The Master Servicer shall not calculate Appraisal
Reduction Amounts.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced
Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no
longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount in
respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the
terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06     Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall constitute,
and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under
subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment
of the Holders of the Class V Certificates or the RR Interest in the Grantor Trust so as to improve their rate of return. The
Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely
execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In
addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or
such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following


 






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clause and
(B) furnish, or cause to be furnished, to the Holders of the Class V Certificates and the RR Interest, their allocable share of
income and expense with respect to the Excess Interest and Excess Interest Distribution Account, in the time or times and in the
manner required by the Code.


 


(b)          The
Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to the
extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC is the only
“middleman” as defined in the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the
identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


(c)          The
Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate or an RR Interest, by acceptance of its interest in such class of securities, will be deemed to have agreed
to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of
proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate or an RR Interest, including
the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 






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Section 4.07     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating to the reports
being made available pursuant to Sections 3.13(b) and Section 3.13(d), the Mortgage Loans (excluding any Non-Serviced
Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report
or other reports prepared by the Operating Advisor or actions by the applicable Special Servicer referenced in any Operating Advisor
Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons
may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
for the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the Operating Advisor, as applicable,
and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related
Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person
(in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of such Master Servicer, such Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided
that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain
such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer, the applicable
Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the inquiry would
or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or
(vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and,
in the case of the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor, shall promptly notify
the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications


 






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with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation
Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry
in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an
Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides
that a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, a Master
Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no
inference should or may be drawn from the fact that a Master Servicer, a Special Servicer, the Certificate Administrator or the
Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry.


 






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The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating
to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master
Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable Master
Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and, in the case of the
NCB Master Servicer, to the following: BANK2017BNK5@ncb.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry
as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
such Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be


 






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attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08     Secure
Data Room. (a)The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt
of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the
Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of
each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate
Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case,
upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially
in the form of Exhibit QQ hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted
electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted
to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post
any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it
by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 






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(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust
pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room.
Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a)The Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1
through and including Exhibit A-4, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates will
be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples
of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B Certificates) will
be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral
multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than any Class X Certificates and other than the
Class V and Class R Certificates and the RR Interest) will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The RR Interest will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $1.00, and in integral multiples of $0.01 in excess thereof.
If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class (other than the RR Interest) does
not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00
that does not exceed such amount. The Class R and Class V


 






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Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R or Class V Certificates and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to
an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Eightfold Real Estate Capital Fund
V, L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws,
then either:


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 






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On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates (other than any RR Interest during the RR Interest Transfer Restriction Period) offered
and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented
by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar,
as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate
Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records
of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates shall
only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form of Definitive Certificates at all
times during the RR Interest Transfer Restriction Period.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the


 






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Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


(e)          During
the RR Interest Transfer Restriction Period, any RR Interest shall only be held as a Definitive Certificate in the Retained Interest
Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping Account),
for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold the RR Interest in safekeeping
and shall release the same only upon receipt of written instructions, and in accordance with any authentication procedures as may
be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established
by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and
into which the RR Interest shall be held and which shall be governed by and subject to this Agreement. In addition, on and after
the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account
for each Retained Party. The RR Interest to be delivered in physical form to the Certificate Administrator shall be delivered as
set forth herein. No amounts distributable to the RR Interest shall be remitted to the Retained Interest Safekeeping Account, but
shall be remitted directly to each Retained Party in accordance with written instructions provided separately by each Retained
Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping the RR Interest shall the Certificate Administrator
be obligated to bring legal action or institute proceedings against any person on behalf of the Retained Parties. During the RR
Interest Transfer Restriction Period and for such longer time as the Retaining Parties may request, the Certificate Administrator
shall hold the Definitive Certificate representing the RR Interest at the below location, or any other location; provided
the Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank NA 


Attn: Security Control
and Transfer (SCAT) – MAC N9345-010 


425 E Hennepin Avenue 


Minneapolis, MN 55414


 






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The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the
RR Interest on the Closing Date.


 


Section 5.03     Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and
accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates on behalf
of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers and the Special Servicers any notices
from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect
of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section
5.03.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in


 






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compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating
(A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its
interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to
be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 






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(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto


 






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from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate
or (b) an RR Interest during the RR Interest Transfer Restriction Period) wishes at any time to exchange its interest in such Non-Book
Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry
Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of
all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in
the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate)
or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal
to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a


 






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beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and transfer of the RR Interest during the RR Interest Transfer Restriction Period in
accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule
144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee
of a Non-Book Entry Certificate (or any portion thereof).


 


(i)          Transfers
of RR Interest. At all times, if a Transfer of any RR Interest after the Closing Date is to be made, then the Certificate Registrar
shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, which such
certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and (ii)
a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit
D-4, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining
Sponsor. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section
5.03(a), reflect such RR Interest in the name of the prospective Transferee. For the avoidance of doubt, in no event shall
an RR Interest be held as a Book-Entry Certificate during the RR Interest Transfer Restriction Period.


 


(j)          Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(k)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or


 






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Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)         All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers or with respect to the RR Interest, the Mortgage Loan Sellers) of any such Certificate shall be made unless
the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or
transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed
purchaser or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility provisions
of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church
plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets within the meaning of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account
under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the
case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate is
presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Certificate Registrar, the Master Servicers, the Special Servicers, any Sub-Servicer, the Initial
Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing
representation letters or Opinions of Counsel shall not be borne by any of the Depositor, either Master Servicer, either Special
Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor, the Certificate
Registrar, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be
deemed to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any
transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would


 






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otherwise violate the provisions of this Section
5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)         No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase
such Class R or Class V Certificate. Each prospective transferee of a Class R or Class V Certificate shall deliver to the transferor
and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
transferee is not and will not become a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported
transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not


 






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cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S.
Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o) and (y)
other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in its Transferee Affidavit are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(p)         The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)         Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or


 






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advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)          Notwithstanding
any other provision of this Agreement, none of the Trustee, the Certificate Administrator, the Certificate Registrar, any Master
Servicer, any Special Servicer, any Sub-Servicer, any Initial Purchaser, any Underwriter, the Operating Advisor, the Asset Representations
Reviewer, the Depositor or any of their respective affiliated entities (the “Transaction Parties”) is undertaking
to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any Certificates
by any Plan. In addition, each beneficial owner of any Certificate or any interest therein that is a Plan, including any fiduciary
purchasing Certificates on behalf of a Plan (“Plan Fiduciary”) will be deemed to have represented by its acquisition
of such Certificate that:


 


(i)          none
of the Transaction Parties has provided or will provide advice with respect to the acquisition of Certificates by the 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 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 Exchange Act; or
(e) has, and at all times that the Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000 under
its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or
a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary of the Plan investing
in the Certificates in such capacity);


 


(ii)         the
Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition by the Plan of Certificates;


 


(iii)        the
Plan Fiduciary is a “fiduciary” with respect to the 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 Plan’s acquisition of the
Certificates;


 


(iv)        none
of the Transaction Parties has exercised any authority to cause the Plan to invest in the Certificates
or to negotiate the terms of the Plan’s investment in the Certificates;


 






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(v)         none
of the Transaction Parties receives a fee or other compensation from the Plan or Plan Fiduciary for the provision of investment
advice in connection with the acquisition by the Plan of Certificates;


 


(vi)        the
Plan Fiduciary has been informed: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise
made a recommendation, in connection with the Plan’s acquisition of the Certificates;
and (b) of the existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of the Certificates;
and


 


(vii)       the
above representations in this subsection are intended to comply with U.S. Department of Labor Regulation 29 C.F.R. § 2510.3-21(a)
and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997), and if such regulations are revoked, repealed or no longer effective,
these representations shall be deemed to be no longer in effect.


 


Section 5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06     Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a)The Certificate Registrar shall maintain
in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the


 






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Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days
after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense) a
current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The
requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].”


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the


 






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Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to
the Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator shall not have any
obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may
rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request
to communicate will be paid by the Trust.


 


Section 5.07     Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a)Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys;


 






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provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the Special Servicers
or the Depositor.


 


Section 5.09     [RESERVED]


 


Section 5.10     Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall
administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail
with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures,
unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include


 






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the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) below. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the 

Operating Advisor, the asset representations reviewer, THE 

DIRECTING
CERTIFICATEHOLDER AND THE Risk Retention 

Consultation Party


 


Section 6.01     Representations,
Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer. (a)Each
Master Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would


 






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constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)        The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 


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


 


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


 


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)      No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its


 






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obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)         Each
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware and (B) in the case of the NCB Special Servicer, a national banking
association, duly organized, validly existing and in good standing under the laws of the United States of America and in each case,
the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement;


 


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


 


(iii)        The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 


(v)         The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any


 






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order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07; and


 


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


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each Special Servicer,
as of the Closing Date, that:


 


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


 


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


 






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(iii)        The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 


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


 


(vi)        The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


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


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the 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.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 






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


 


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


 


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


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


 


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


 


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


 






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(vii)          The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


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


 


(ix)          
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and
delivery of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice
thereof from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set
forth in this Section 6.01 which materially and adversely affects the interests of any party to this Agreement, the
Certificateholders, the party discovering such breach shall give prompt written notice to the other parties hereto, each
certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder.


 


Section
6.02      Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special
Servicers and the Asset Representations Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each
Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the Depositor, such Master Servicer, the Operating
Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03      Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the
Operating Advisor, the Special Servicers or the Asset Representations Reviewer. (a) Subject to 6.03(b)
below, each of the Depositor, the Master Servicers and the Special Servicers will keep in full effect its existence, rights
and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and
preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or
Companion Loans and to perform its respective duties under this Agreement.


 


(b)        
  Each of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset
Representations Reviewer may be merged or consolidated with or into any Person, or transfer all or substantially all of its
assets (which may be limited to all or


 






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substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master Servicer, a Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor
enters into a merger and such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable law, such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as
a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating
Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion
or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies such Master
Servicer, such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such
Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting
obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance),
then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization,
as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.
Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain a Master Servicer, a Special
Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) such Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving
entity of such merger, consolidation or transfer


 






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and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in
such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall
have failed to notify such Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination,
or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall
be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not
met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence are not met
the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination
to be effected in the manner set forth in Section 7.01.


 


(i)          
 The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to
perform its duties under this Agreement.


 


(ii)          
 Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from
any merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the
business of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and
shall be deemed to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation
with respect to such successor or surviving Person.


 


Section
6.04      Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers,
the Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master
Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Operating Advisor,
the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or
agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for
any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Depositor, either Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Operating Advisor, the
Asset Representations Reviewer or any such Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of
such party’s obligations or duties or by reason of negligent disregard of such party’s obligations and duties
hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of


 






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the Depositor, a Master Servicer (including in its capacity as Companion Paying Agent, if applicable), a Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members,
managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicers (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer, the Operating
Advisor and the Non-Serviced Trust (with respect to any Non-Serviced Mortgage Loan, to the extent provided under the related Intercreditor
Agreement) and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be
indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual
or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans,
the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii)
incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or
by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners,
directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of
them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order),
neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5
Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action. Each of the Master Servicers (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively may rely
on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)         
 None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicers, the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in,
prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that
is not incidental to its respective duties under this Agreement or which in its opinion may involve it in any expense or
liability not recoverable from the Trust; provided,


 






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however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection
Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)         
 Each of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee,
the related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the
Special Servicers or in the case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers
or in the case of the other Special Servicer) and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses
(including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any
of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of such Master Servicer or
such Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by such Master Servicer or such Special Servicer, as the case may be, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein by such Master Servicer or such Special
Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the applicable Master Servicer or the applicable Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable Special Servicer, as the
case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the
Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which


 






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may be entered against it or them in respect of such claim. Any failure to so notify
the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s or such Special
Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each
of the Master Servicers and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such
Master Servicer or such Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information
Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section
3.12, Section 3.17(c) and Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections
3.13(e), (h) and (j).


 


(d)        
  Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees
to indemnify the Depositor, each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each
Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate
Administrator), the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer,
shareholder, member, manager employee or agent thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity)
that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or
the Certificate Administrator, respectively, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall
not cover indirect or consequential damages. The Depositor, the applicable Master Servicer, the applicable Special Servicer,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the
Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume
the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations Reviewer or the
Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s
defense of such claim is materially prejudiced thereby.


 


(e)       
   The Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), each Special Servicer, the Trustee, the


 






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Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and expenses relating
to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad
faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating
Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including
in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)         
  The Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or
by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover
indirect or consequential damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the
Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify
the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel
reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent), such Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating
Advisor’s defense of such claim is materially prejudiced thereby.


 






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(g)         
 Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members,
managers, employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of
obligations and duties hereunder.


 


(h)         
 The Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating
Advisor and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its
obligations and duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its
duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall
assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially
prejudiced thereby.


 


(i)             The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 






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The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of either Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer.


 


(j)             For
purposes of this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master Servicer or such
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer or such
Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or
potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


(k)        
  The NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners,
directors, officers, shareholders, members, managers, employees or agents 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 General Master Servicer or such Persons in connection with any CREFC® Schedule AL File prepared by the General Master
Servicer that arise out of or are based upon any error, inaccuracy or incompleteness in any NCB CREFC® Schedule AL File
or NCB Schedule AL Additional File delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section
3.12(d) or any failure by the NCB Master Servicer to deliver to the General Master Servicer any NCB CREFC® Schedule AL
File or NCB Schedule AL Additional File by the time specified in Section 3.12(d).


 


Section
6.05      Depositor, Master Servicers and Special Servicers Not to Resign. Subject to
the provisions of Section 6.03, none of the Master Servicers or the Special Servicers shall resign from their
respective obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties
hereunder are no longer permissible under applicable law or (b) in the case of a Master Servicer or a Special Servicer, upon
the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such
determination permitting the resignation of such Master Servicer or such Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless
applicable law requires the resignation of such Master Servicer or such Special Servicer (as the case may be) to be effective
immediately, and the


 






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Opinion of Counsel delivered pursuant
to the prior sentence so states, no such resignation by such Master Servicer or such Special Servicer under clause (a)
above shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed
such Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations in accordance with
Section 7.02 and no such resignation by such Master Servicer or such Special Servicer shall become effective until the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c))
or resignation of such Master Servicer or such Special Servicer, pursuant to this Section 6.05, such Master Servicer or
such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special
servicer with respect to this Section 6.05; provided that, such successor master servicer or special servicer shall
not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence
and continuance of a Control Termination Event) such successor special servicer is approved by the Directing Certificateholder,
such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including
reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall such Master
Servicer or such Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer
or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section
6.06      Rights of the Depositor in Respect of the Master Servicers and the Special
Servicers. The Depositor may, but is not obligated to, enforce the obligations of either Master Servicer and
either Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of either Master Servicer and either Special Servicer hereunder or exercise the rights of either Master Servicer
or either Special Servicer, as applicable, hereunder; provided, however, that either Master Servicer and either
Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the
Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by
either Master Servicer or either Special Servicer and is not obligated to supervise the performance of the Trustee, the
Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section
6.07      The Master Servicers and the Special Servicers as Certificate Owner. Either
Master Servicer, either Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or
an Affiliate thereof.


 


Section
6.08      The Directing Certificateholder and the Risk Retention Consultation Party.(a)
(A) Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long
as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise
(1) the applicable Special Servicer with respect to all Major Decisions (other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the holder of the majority of the Controlling Class) and (2) the applicable
Master Servicer to the extent the Directing


 






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Certificateholder’s consent is required by the applicable clauses of the definition of “Master
Servicer Decision”, and (B) the Risk Retention Consultation Party shall (other than with respect to an Excluded Loan with
respect to the Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis with the applicable Special
Servicer with respect to any Major Decision (provided, that prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the
Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party
with respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall
be subject to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this
Section 6.08(a) and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing,
the applicable Special Servicer shall not be permitted to take (or to consent to any Master Servicer’s taking) any of the
following actions (each, a “Major Decision”) as to which the Directing Certificateholder has objected in writing
within five (5) Business Days (or 30 days with respect to clause (ix) of the definition of “Major Decision”)
after the Directing Certificateholder’s receipt of the applicable Special Servicer’s written recommendation and analysis
and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable Special
Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the
applicable Special Servicer within the applicable time period, then the Directing Certificateholder will be deemed to have approved
such action):


 


(i)            any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)          
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of
such Mortgage Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is
expected within 120 days as provided in clause (ix) of the definition of “Master Servicer
Decision”;


 


(iii)         
 any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection
with the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is
permitted to sell in accordance with Section 3.16(a)(iii) of this Agreement, in each case, for less than the
applicable Purchase Price;


 


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


 






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(v)        
  any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a
transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than
(A) any such transfer or incurrence of debt as described under clause (xiv), (xv) or (xvi) of the
definition of “Master Servicer Decision” or as may be effected without the consent of the lender under the
related loan agreement, or (B) solely with respect to an NCB Co-op Mortgage Loan, subject to the satisfaction of various
conditions and subject to certain parameters set forth in this Agreement, (a) the waiver of a
“due-on-encumbrance” clause pertaining to an NCB Co-op Mortgage Loan with respect to subordinate financing as to
which the NCB Subordinate Debt Conditions have been satisfied and (b) the incurrence of additional indebtedness by a
Mortgagor of an NCB Co-op Mortgage Loan;


 


(vi)          (a)
other than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a Specially Serviced
Loan with a principal balance greater than $10,000,000, including, without limitation, approval of the termination of a manager
and appointment of a new property manager or (b) franchise changes with respect to a Mortgage Loan for which the lender is required
to consent or approve such changes under the related Mortgage Loan documents;


 


(vii)          other
than in the case of any Non-Specially Serviced Loan or any NCB Co-op Mortgage Loan, releases of any material amounts from any
escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than those required
pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion (provided, however,
that any releases with respect to Specially Serviced Loans of material amounts from any escrow accounts, reserve funds or letters
of credit held as performance escrows or performance reserves specified (along with the related Mortgage Loans) on Schedule
3 hereto shall also constitute Major Decisions);


 


(viii)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(ix)         
 other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance
Default;


 


(x)         
  other than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the
execution of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with
any lease, at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30% of the net
rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such transaction is not a
routine leasing matter;


 






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(xi)          
other than in the case of a Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver of
any material term of any Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine lender,
subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to
enforce rights (or decision not to enforce rights) with respect thereto; provided, however, that any such
modification or amendment that would adversely impact the applicable Master Servicer shall additionally require the consent
of such Master Servicer as a condition to its effectiveness;


 


(xii)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the Mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to an NCB
Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(xiii)         requests
for property releases or substitutions, other than (i) grants of easements or rights of way, (ii) releases of non-material parcels
of a Mortgaged Property (including, without limitation, any such releases as to which the related Mortgage Loan documents expressly
require the mortgagee thereunder to make such releases, (iii) consents to releases related to condemnation of parcels of a Mortgaged
Property, or (iv) the release of collateral securing any Mortgage Loan in connection with defeasance of the collateral for such
Mortgage Loan;


 


(xiv)         other
than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect the use or value
of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage Loan;


 


(xv)          agreeing
to any modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted;


 


(xvi)         determining
whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new ground lease; and


 


(xvii)        other
than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels of a Mortgaged
Property with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the
use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related
Mortgage Loan or any related Companion Loan when due;


 


provided,
however, that, in the event that the applicable Special Servicer or the applicable Master Servicer, as the case may be,
determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter


 






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requiring
consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may
be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided
that the applicable Special Servicer or the applicable Master Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party (if applicable) with prompt written notice
following such action including a reasonably detailed explanation of the basis therefor. None of the Master Servicers or the Special
Servicers is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter
requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination
Event; provided, however, that, after the occurrence and during the continuance of a Control Termination Event,
the applicable Special Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance
of a Consultation Termination Event) in connection with any Major Decision not relating to an Excluded Loan with respect to the
Directing Certificateholder (and any other actions which otherwise require consultation with the Directing Certificateholder prior
to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder in respect thereof. Additionally, upon request, the applicable Special Servicer shall consult
with the Risk Retention Consultation Party on a non-binding basis (provided, that prior to the occurrence and continuance of a
Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) in connection with any Major
Decision not relating to an Excluded Loan with respect to the Risk Retention Consultation Party and consider alternative actions
recommended by the Risk Retention Consultation Party, in respect thereof. In the event the applicable Special Servicer receives
no response from the Directing Certificateholder or the Risk Retention Consultation Party within 10 Business Days following its
written request for input on any required consultation, the applicable Special Servicer shall not be obligated to consult with
the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on the specific matter; provided,
however, that the failure of the Directing Certificateholder or the Risk Retention Consultation Party to respond
shall not relieve the applicable Special Servicer from consulting with the Directing Certificateholder or the Risk Retention Consultation
Party, as applicable, on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan
or an Excluded Loan with respect to such party) or Serviced Whole Loan. In addition, after a Control Termination Event, the applicable
Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision (and
any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the applicable Special Servicer receives no
response from the Operating Advisor within 10 Business Days following the later of (i) its written request for input on any required
consultation and (ii) delivery of all such additional information reasonably requested by the


 






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Operating Advisor related to the
subject matter of such consultation, the applicable 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 applicable Special Servicer from its obligation to consult with the Operating Advisor on any future
matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject
to the terms and conditions of this Section 6.08(a), (i) the applicable Master Servicer shall process all requests for
any matter that constitutes a “Major Decision” with respect to all applicable Non-Specially Serviced Loans and (ii)
the applicable Special Servicer shall process all requests for any matter that constitutes a “Major Decision” with
respect to all applicable Specially Serviced Loans.


 


After
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the applicable Master Servicer shall promptly
provide the applicable Special Servicer with written notice of any request for such modification, waiver, amendment, consent,
request or other action, along with such Master Servicer’s written recommendation and analysis, to the extent such Master
Servicer is recommending approval, and all information in the applicable Master Servicer’s possession that may be reasonably
requested in order to grant or withhold such consent by the applicable Special Servicer or the Directing Certificateholder or
other person with consent or consultation rights; provided, that in the event that such Special Servicer does not respond
within ten (10) Business Days after receipt of such written notice and all such reasonably requested information, plus the time
period provided to the Directing Certificateholder or other relevant party in this Agreement and, if applicable, any additional
time period provided under the related Intercreditor Agreement, such Special Servicer’s consent to such modification, waiver,
amendment, consent, request or other action shall be deemed granted.


 


In
addition, the applicable Master Servicer is required to provide the applicable Special Servicer with any notice that it receives
relating to a default by the Mortgagor under a ground lease where the collateral for the Mortgage Loan is the ground lease, and
such Special Servicer will determine in accordance with the Servicing Standard whether to cure any Mortgagor defaults relating
to ground leases.


 


With
respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially
Serviced Loan, and (ii) after the occurrence and during the continuance of a Consultation Termination, any Major Decision relating
to a Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of the majority of the RR Interest),


 






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the Special Servicer shall provide copies of any notice, information
and report that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major
Decision to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information
or report to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to
be provided to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a
Consultation Termination Event).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the
applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing
Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything
herein to the contrary, no such direction or objection contemplated by the preceding paragraphs of this section or this paragraph,
may require or cause the applicable Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan
or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions
(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without
limitation the obligation of either Master Servicer and either Special Servicer to act in accordance with the Servicing Standard,
or expose the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer
or either Special Servicer, as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable,
to act, or fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special
Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In
the event a Special Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer
or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively,
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result
in any liability on the part of such Master Servicer or such Special Servicer.


 






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With
respect to any matter for which the consent of the Directing Certificateholder is required, to the extent no specific time period
for deemed consent is expressly stated, in the event no response from the Directing Certificateholder is received within ten (10)
Business Days following written request for consent and its receipt of all reasonably requested information on any required consent,
the Directing Certificateholder shall be deemed to have consented to or approved the specific matter; provided that the failure
of the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of
the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those
of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention
Consultation Party shall not be protected against any liability to a Holder of an RR Interest that would otherwise be imposed
by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest
or by reason of reckless disregard of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor the interests
of one or more Classes of the Certificates including the Holders of an RR Interest over other Classes of the Certificates, and
that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests of the Holders of
an RR Interest, that the Risk Retention Consultation Party does not have any duties or liability to the Holders of any Class of
Certificates other than the RR Interest, that the Risk Retention Consultation Party shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holder of the RR Interest, and that the Risk Retention Consultation
Party shall have no liability whatsoever for having so acted, and no


 






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Certificateholder may take any action whatsoever against
the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced
PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related
Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason
of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that
the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)         
 Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder),
the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to
this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder and the Risk Retention
Consultation Party shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to
this Agreement, and the applicable Special Servicer and any other applicable party shall consult (on a non-binding basis)
with the Directing Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party
(in each case, other than with respect to any Excluded Loan as to such party) to the extent set forth herein in connection
with any action to be taken or refrained from being taken to the extent set forth herein; and (iii) after the occurrence and
during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan with respect to
the Directing Certificateholder or the holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information
(other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as
Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable Special Servicer
and any other applicable party shall consult with the Risk


 






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Retention Consultation Party to the extent set forth herein
in connection with any action to be taken or refrained from being taken to the extent set forth herein.


 


Section
6.09      Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this
Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be
imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the
transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank,
National Association, or where the groups or divisions responsible for performing the obligations in such capacities have one
or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End
of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01      Servicer Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer
Termination Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer,
as the case may be, any one of the following events:


 


(i)             (A)
any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator for
deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00
a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)         
  any failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is
required to be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any
other required account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to,
and at the time specified by, the terms of this Agreement; or


 


(iii)          any failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or
perform in any material respect any of its other covenants or obligations contained in this Agreement, which failure
continues unremedied for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required
to be filed, five (5) Business Days in the case of such Master


 






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Servicer’s or such Special Servicer’s obligations, as the case may be, contemplated by
Article XI, (B) fifteen (15) days in the case of such Master Servicer’s failure to make a Servicing Advance or (C)
fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to such Master
Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to such Master Servicer or such Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not
less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by
that failure, by the related Serviced Companion Noteholder; provided, however, if such failure is capable of being
cured and such Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such period will be
extended an additional thirty (30) days; provided, further, however, that such extended period will not apply
to the obligations regarding Exchange Act reporting; or


 


(iv)          any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)          such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 






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


 


(viii)        either
of Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s
or DBRS within sixty (60) days of such rating action) and, in the case of either of clauses (A) or (B), such Rating
Agency publicly cited servicing concerns with such Master Servicer or such Special Servicer, as the case may be, as the sole or
a material factor in such rating action; or


 


(ix)          such
Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting.


 


(b)         
 If any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of the Directing Certificateholder (solely with respect to such Special Servicer and only (i) prior to the
occurrence and continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an
Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the
Holders of Certificates entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may
direct the Trustee to terminate each of such Master Servicer or such Special Servicer, as the case may be, upon five (5)
Business Days’ written notice if there is a Servicer Termination Event under clause (A) in the parenthetical in Section
7.01(a)(iii) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the
Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or
Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment
of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under this
Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written
notice except as otherwise provided in this Article VII, all authority and power of the Affected Party under this
Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee with respect to a termination of such Master Servicer or such
Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related


 






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documents,
or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume such Master Servicer’s or such
Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination
of such Master Servicer’s or such Special Servicer’s, as the case may be, responsibilities and rights (subject to
Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days
to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by such Master
Servicer to its Collection Account or any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO
Account (if it is the Affected Party) or thereafter be received with respect to the applicable Mortgage Loans or any REO Property
(provided, however, that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this
Section 7.01(b) or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect
of Advances (in the case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and the directors,
managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section
3.11 and Section 6.04 notwithstanding any such termination).


 


(c)        
   If a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer
Termination Event under Section 7.01(a)(viii) or (a)(ix), such Master Servicer shall have a forty-five (45) day
period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in
accordance with Section 6.03 and Section 7.02 and to which such Master Servicer can sell its rights to service
the Mortgage Loans under this Agreement. During such forty-five (45) day period such Master Servicer may continue to serve as
a Master Servicer hereunder. In the event that such Master Servicer is unable, within such forty-five (45) day period, to
cause a qualified successor master servicer to assume the duties of such Master Servicer hereunder, then and in such event,
the Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing
that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise
terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling
and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with
respect to the related Serviced Pari Passu Whole Loan. The General Special Servicer appointed to replace the General Special Servicer
with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of
such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer in
accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation


 






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and confirmation from the applicable
rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)         
 Subject to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor
Agreement, at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to
any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the
Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section
6.04) and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business
Days’ notice to such Special Servicer, the Master Servicers, the Certificate Administrator, the Trustee and the
Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the
requirements of this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder
(other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class) shall appoint a successor special servicer; provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii)
no replacement of such Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related
Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates (other
than the RR Interest) requesting a vote to replace such Special Servicer with a new special servicer designated in such written
direction to assume the duties of such Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating
Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that
such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of
any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by


 






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mail, and conduct the solicitation of votes of all Certificates (other than the RR Interest) in such regard,
which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice, and if
not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Certificates evidencing
at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations
of such Special Servicer under this Agreement and appoint the successor special servicer to assume the duties of such Special
Servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the
Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted
thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove a Special Servicer shall not apply to
any Serviced AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal
Period.


 


An
AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period,
to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating
Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities of such Special
Servicer under this Agreement from and after the date it becomes a Special Servicer as they relate to any Serviced AB Whole Loan
pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the
designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be
bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and
exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation
termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace such Special Servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 






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Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines in accordance with the Operating Advisor Standard that the Special Servicer is not performing its duties as
required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to such Special Servicer, a written report in the form of Exhibit
W attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation
of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing
at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to
notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on an aggregate
basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s Website,
and if not so received, such votes shall be null and void ab initio, and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of such
Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of a Special Servicer with respect to an AB Whole Loan
so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor
Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by


 






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the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)         
 Each Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable
actions as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from
being placed on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by
any Rating Agency with respect to such Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a
breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting
operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be construed to
limit the effect of Section 7.01(a)(viii).


 


(f)         
  Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a
Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan
Securities, and if such Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a
Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any
Serviced Companion Loan Securities, then such Master Servicer may not be terminated by or at the direction of the related
holder of such Serviced Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written
direction of the related holder of such Serviced Companion Loan, such Master Servicer shall be required to appoint a
sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)           Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded
Special Servicer but does not so appoint within 30 days of resignation, the resigning Special Servicer shall use reasonable efforts
to select the related Excluded Special Servicer. The resigning Special Servicer shall not have any liability with respect to the
actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special
Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not
result in a qualification, downgrade or


 






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withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired
to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related
Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers
to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If
at any time a Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an
Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property),
(1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be
an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced
Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If
a Servicing Officer of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer,
as the case may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or
the applicable Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 


Section
7.02      Trustee to Act; Appointment of Successor.On and after the time a Master
Servicer or a Special Servicer, as the case may be, either resigns pursuant to clause (a) of Section 6.05 or
receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable
successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor
to such party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided
in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in
all respects in its capacity as such Master Servicer or such Special Servicer, as applicable, under this Agreement and the
transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject
to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability
relating thereto and that arise thereafter placed on or for the benefit of such Master Servicer or Special Servicer, as
applicable, by the terms and provisions hereof; provided, however, that any failure to perform such duties or
responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys
required hereunder shall not be considered a default by such successor


 






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hereunder. The appointment of a successor master servicer shall not affect any liability
of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a
successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to such Master Servicer or such Special Servicer, as
such case may be, shall not be liable for any of the representations and warranties of such Master Servicer or such Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or
special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor
shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master
servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor
master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which
that Master Servicer would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer
would have been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of
such Master Servicer or such Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and
liability as such Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special
servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may,
if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it
is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder
(solely with respect to such Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer
or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master Servicer or such Special
Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such Master Servicer or such Special
Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to such
Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing
Certificateholder, such approval not to be unreasonably withheld and (iv) the


 






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Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan. Pending appointment of a successor to such Master Servicer or such Special Servicer hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such
appointment and assumption of a successor to such Master Servicer or such Special Servicer as described herein, the Trustee may
make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor master servicer or successor special
servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such successor
shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable
out-of-pocket costs and expenses associated with the transfer of the servicing function (other than with respect to a termination
without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such
predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not
thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer
has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs
and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the
Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee
is terminating a Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or parties
permitted to direct the Trustee to so terminate such Master Servicer or such Special Servicer pursuant to this Agreement, the
Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section
7.03      Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer
pursuant to Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01
or any appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the
Certificate Register.


 


(b)         
 Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or
lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole
Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been
cured.


 






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Section
7.04      Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such
Servicer Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii)
or (viii) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the
affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to
obligations under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer
Termination Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section
7.01(f), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken
with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any
subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so
waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event
pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor
shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person
held such Certificates.


 


Section
7.05 Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations
hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five
(5) Business Days following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer
Termination Event under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge
of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date
with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section
4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall
succeed to all of such Master Servicer’s rights with respect to Advances hereunder, including, without limitation, such
Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to
determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its
obligations hereunder); provided, however, that if Advances made by the Trustee and a Master Servicer shall at
any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of such Master
Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 






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Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01      Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate
Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer
Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee
and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)         
 The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are
specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review
of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any
information delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument
is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate
Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee or the
Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement,
opinion, report, document, order or other instrument furnished by the Depositor, a Master Servicer or a Special Servicer or
another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this
Agreement.


 


(c)          
 No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)             Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(ii)         
 Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively,
unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the
pertinent facts; and


 


(iii)         
 Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to
greater than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such
action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02      Certain Matters Affecting the Trustee and the Certificate Administrator. Except
as otherwise provided in Section 8.01:


 


(i)             The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;


 


(iii)        
  Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts
or powers vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the
costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate
Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties


 






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hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)       
   Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer
Termination Events which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders
of Certificates entitled to more than 50% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively,
not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this
Agreement, the Trustee or the Certificate Administrator, respectively, may require indemnity reasonably satisfactory to it
from such requesting Holders against such expense or liability as a condition to taking any such action. The reasonable
expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)          For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)         Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special Servicer
(unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)        
  Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency
in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate
Administrator’s, as applicable, negligence or willful misconduct was the primary cause of such
insufficiency;


 


(x)         
  In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also
a result of its own negligence, bad faith or willful misconduct;


 


(xi)        
  Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary
to applicable law; and


 


(xii)          Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate
Administrator in Sections 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and
Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the
Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set
forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be
accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage
Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or any other account by or on behalf
of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the case of the Trustee, the
Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and


 






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may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicers or the Special Servicers and accepted by the Trustee
or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04      Trustee or Certificate Administrator May Own Certificates.The Trustee or
the Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the
owner or pledgee of Certificates, and may deal with the Depositor, either Master Servicer, either Special Servicer or the
Underwriters in banking transactions, with the same rights it would have if it were not Trustee or the Certificate
Administrator.


 


Section
8.05      Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator. (a) As compensation for the performance of their respective duties hereunder, the
Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the
Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate
Administrator’s portion of one (1) month’s interest at the Certificate Administrator Fee Rate, which shall cover
recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan
(other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee
monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to
time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as
interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon is
computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)         
 The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual
capacity) and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator,
respectively, shall be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the
Collection Accounts or the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss,
liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming the successor to the applicable Master
Servicer or the applicable Special Servicer, to the extent not otherwise paid hereunder, and including reasonable
attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) arising out of, or incurred in
connection with, any act or omission of the Trustee or


 






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the
Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the
Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall
be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii)
any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or
the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)        
  The Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by the Depositor or any Mortgage Loan Seller or its Affiliates that arise out of or are
based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other
capacity in which the Certificate Administrator is required to make available information to a Privileged Person that is an
NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, in the performance of such
obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06      Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the
Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a
corporation, national bank, national banking association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the
trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of either
Master Servicer or either Special Servicer (except during any period when the Trustee is acting as, or has become successor
to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, pursuant to Section 7.02),
(ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and “A” by


 






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DBRS; provided that the Trustee will
not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term
unsecured debt rating of no less than “Baa2” by Moody’s, “A-” by Fitch and “A(low)”
by DBRS, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s, “F1”
by Fitch and “R-1 (low)” by DBRS and (c) each Master Servicer maintains a rating of at least “A2” by Moody’s,
“A+” by Fitch and “A” by DBRS; provided that nothing in this clause (c) shall impose on
either Master Servicer any obligation to maintain such rating; provided, further, that if any such institution is
not rated by DBRS, such institution maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s
and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv)
an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07      Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the
Depositor, each Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5
Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c). Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts
to promptly appoint a successor trustee or successor certificate administrator acceptable to the General Master Servicer and,
prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder by written
instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to
the successor trustee or certificate administrator. A copy of such instrument shall be delivered to each Master Servicer,
each Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety
(90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and
such petition will be an expense of the Trust.


 






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(b)         
 If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written
request therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate
Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or
Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee or Certificate Administrator (if different than the Trustee) shall fail to timely publish any report to be
delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such
failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make
distributions required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or
Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the
requesting Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or
Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of
the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to each Master Servicer, each Special
Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator shall have been so
appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal, the removed
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a
successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)         
 The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior
written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or
certificate administrator by written instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each Master Servicer, one
complete set to the Trustee or Certificate Administrator so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Depositor, each Special Servicer and the remaining Certificateholders by
the Master Servicers. In the event of any such termination without cause pursuant to this Section 8.07(c), the
successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to
effect the transfer of responsibilities from its predecessor.


 


(d)        
  Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or
certificate administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii)
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate
Administrator, as the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate


 






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Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          
 Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing
trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the
registered Holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 or in blank, and (ii)
in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each
Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a
Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the applicable
Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the
registered Holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 or in blank; provided, however,
that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the
signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the General Master Servicer shall
use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable
Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for
Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the applicable
Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document is
assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or
to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be
made for any reason, to note the same in such certification.


 


(f)            Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 






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Section
8.08      Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer,
each Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by the Custodian, which Custodian, at Custodian’s option shall become the agent of the
successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.


 


(b)         
 No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator,
as applicable, shall be eligible under the provisions of Section 8.06.


 


(c)         
 Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section
8.08, the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as
applicable, to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within
ten (10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable,
such successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the
General Master Servicer.


 


Section
8.09      Merger or Consolidation of Trustee or Certificate Administrator. Any Person
into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or
any Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall
be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the
Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to each Master Servicer, each
Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 






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Section
8.10      Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicers and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicers and the
Trustee may consider necessary or desirable. If the Master Servicers shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section
8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)           In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)         
 Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.


 


(e)         
 The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 






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Section
8.11      Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all
or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care
as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by
the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any
Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for
Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12      Representations and Warranties of the Trustee. The Trustee hereby represents
and warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as
of the Closing Date, that:


 


(i)         
   The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America;


 


(ii)          
 The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this
Agreement by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)           The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


(v)            The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not


 






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constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


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


 


(vii)          No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13      Provision of Information to Certificate Administrator, Master Servicers and Special
Servicers. The applicable Master Servicer shall promptly, upon request, provide the applicable Special Servicer
and the Certificate Administrator with notice of any change in the identity and/or contact information of any Serviced
Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator, the Master
Servicers and the Special Servicers may each conclusively rely on the information provided to them regarding identity and/or
contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicers and
the Special Servicers, as applicable, shall have no liability for notices not sent to the correct Serviced Companion
Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to
the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most
recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the
Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section
8.14      Representations and Warranties of the Certificate Administrator. The
Certificate Administrator hereby represents and warrants to the Depositor, each Master Servicer, each Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit
of the Certificateholders, as of the Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 






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


 


(iii)         
 The Certificate Administrator has the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


(vii)          No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 






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Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and
executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of
terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate
Administrator, the Special Servicers and the Master Servicers is required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator,
the Special Servicers or the Master Servicers, as applicable, arising out of the Trust or this Agreement. Accordingly, each
of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, each Special Servicer and
each Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, each Special Servicer and
each Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01    Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01
and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the
Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make payments to
Certificateholders as hereafter set forth), the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the
last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holder of
the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans
as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, of all the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum
of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause
(a)(2) to be conducted by an Independent MAI-designated appraiser selected by the applicable Special Servicer and
approved by the applicable Master Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses of the
Master Servicers and the Special Servicers with respect to such termination, unless the Master Servicer or the Special
Servicer, as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a
Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata
portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer
in accordance with clauses (2) and (3) above, minus (b) solely in the case where a Master Servicer is
exercising such purchase right, the


 



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 aggregate amount of unreimbursed Advances, together with any interest accrued and payable
to the applicable Master Servicer in respect of such Advances in accordance with Section 3.03(d) and Section
4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to such Master Servicer (which items
shall be deemed to have been paid or reimbursed to the applicable Master Servicer in connection with such purchase) or (iii)
so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D
Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding
Certificates (other than the Class V Certificates, Class R Certificates and the RR Interest) and the payment or deemed
payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage Loans and REO Properties in
the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount equal to the product of
(i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the Holders of the
RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained
Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed to the Holder or
Holders of the then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and the RR Interest)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than
the Class V Certificates, Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination
Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)
of the first paragraph of this Section 9.01(a) by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its
Certificates (other than the Class V Certificates, Class R Certificates and the RR Interest) and pay the Termination Purchase
Amount for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with
the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the
Certificates is to occur, shall (i) remit for deposit in the Collection Account of the General Master Servicer an amount in immediately
available funds equal to (a) the product of the Required Credit Risk Retention Percentage and the Termination Purchase Amount
plus (b) all amounts due and owing to the Depositor, the Master Servicers, the Special Servicers, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be further deemed distributed to the Holders
of all outstanding Certificates (other than the RR Interest)) an amount equal to the product of the Non-Retained Percentage and
the


 



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 Termination Purchase Amount. In addition, each Master Servicer shall transfer all amounts required to be transferred to the
Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution
Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph
of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into
the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its Certificates
(other than the Class V Certificates, Class R Certificates and the RR Interest) on the applicable Distribution Date, (i) the Certificate
Administrator shall remit to the Holders of the RR Interest in immediately available funds an amount equal to the product of the
Required Credit Risk Retention Percentage and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a
Request for Release from the Master Servicers, release or cause to be released to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,
the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining
Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular
Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicers, the Special Servicers, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing.


 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may,
at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of
the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement (excluding from the aggregate Cut-off Date Balance of the Mortgage


 



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 Loans
and the aggregate Stated Principal Balances of the Mortgage Loans, solely for purposes of this calculation, the Mortgage Loans
secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “Sprouts Farmers Market” and “iStar
Leased Fee Portfolio”) (in order to make such determination, the General Master Servicer may, at any time, request that
the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal Balance of the NCB
Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General
Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s website)
of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the
General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that a Master Servicer or a Special Servicer purchases, or the Holder of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the applicable Master Servicer, the applicable Special
Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master
Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I
Advance Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts
on deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable
Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class
or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans
as assets of the Trust and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling Class,
the General Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the NCB Master Servicer
(if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master Servicer)
will have the option, by giving written notice to the other parties hereto no later than 30 days prior to the anticipated date
of purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other party
will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For
purposes of this Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans
as of that time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, then the other Master Servicer, and then the


 



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 Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf
of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the fifteenth (15th)
day and not later than the twenty-fifth (25th) day of the month next preceding the month of the final distribution on the Certificates,
or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such month,
in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will
be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate
Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Excess Interest
Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest
in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a)In the event the Master Servicer or the Special
Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the
following


 



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 additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4)
of the Code:


 


(i)          the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)         during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable Master Servicer,
the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)        within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01   REMIC Administration. (a)The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated the “regular
interests,” and the Class UR Interest shall be designated the sole class of “residual interests” in the
Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as
the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master
Servicers or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the
Code) in any Trust REMIC other than the foregoing interests.


 


(b)         The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 






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(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax matters person” in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1. In addition,
the Certificate Administrator shall be designated as the “partnership representative” within the meaning of Section
6223 of the Code of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest in the Class
R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of
the “tax matters person” and to the designation of the Certificate Administrator as “partnership representative”
for the Trust REMICs.


 


(d)         The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


Notwithstanding
anything herein, with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage
Loan Schedule as “Gateway Net Lease Portfolio”, solely for income tax purposes, none of the moneys held in the “Earnout
Escrow Account” described in Section 2.1.3 of the related loan agreement (the “Gateway Loan Agreement”), dated
as of May 19, 2017, between JPMorgan Chase Bank, National Association and Bank of America, N.A., collectively as lender, and the
entities set forth on a schedule attached to the Gateway Loan Agreement, collectively as borrower, shall be treated as the assets
of any REMIC but shall instead be treated as held in an outside reserve account, the owners of which, for income tax purposes,
shall be the “Joining Borrower” (as defined in an exhibit to the Gateway Loan Agreement referred to as the “Joinder
Agreement”).


 


(e)         The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, Form 8811, within
thirty (30) days after the Closing Date.


 






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(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole
discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by
the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)         In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related
REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master
Servicer shall withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the


 



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 expense of the Trust (other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest
bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount
of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code
and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax
(other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x)
in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized
Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC,
to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a) or Section 4.01(b),
as applicable, to the extent they are fully reimbursed for any Realized Losses or Retained Certificate Realized Losses, as applicable,
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,
the Certificate Administrator, the Master Servicers or the Special Servicers shall be responsible for any taxes imposed on any
Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement
which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)         The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)         Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 






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(l)          None
of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement)
or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not
(a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify the
Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)        The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section
10.02 Use of Agents.(a)The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)         The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03   Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a)The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a
request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)         The
Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or


 



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 the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04    Appointment of REMIC Administrators. (a)The Certificate Administrator may appoint at the
Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of
the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)         Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)         Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicers, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 






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Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01   Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the
purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any
Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and
regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other
performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time,
due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor
(or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith
for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with BANK 2017-BNK5,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, and any Other Securitization subject to Regulation AB that
includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee,
the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a
Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or
reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as
applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee,
the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or
the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the
Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any
event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each
Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party
has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall
not be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02    Succession; Subcontractors. (a)As a condition to the succession to either Master Servicer and
either Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item
1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i)
into which


 



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 the applicable Master Servicer and the applicable Special Servicer, such Sub Servicer
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the applicable Master
Servicer and the applicable Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and
replacing a Master Servicer and a Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicers,
the Special Servicers, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession or appointment and (y)
in writing and in form and substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably
requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under
the Exchange Act); provided, however that if disclosing such information prior to such effective date would violate
any applicable law or confidentiality agreement, the Master Servicers, the Special Servicers, any Additional Servicer or the Certificate
Administrator, as the case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than the effective
date of such succession or appointment.


 


(b)         Each
of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be
addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when 


 



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required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)         Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)         Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the applicable Master
Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply
with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 






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Section
11.03  Filing Obligations. (a)The Master Servicers, the Special Servicers, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the
Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for
execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely
filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and
Retrieval System (“EDGAR”)) such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)         In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings. (a)Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the


 



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 Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by
the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
AA to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit AA shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit AA hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit DD
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit LL hereto)
and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email
to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or
by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit AA of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will
be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the applicable
Master Servicer in the form of Exhibit LL hereto for inclusion therein within the time period described in this Section
11.04, the balances of the REO Account (to the extent the related information has been received from the applicable Special
Servicer within the time period specified in this


 



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 Section 11.04) and the Collection Accounts as of the related Distribution
Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale
Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan
Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the fifth (5th) calendar day after the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the applicable
Master Servicer or the applicable Special Servicer, as the case may be, substantially in the form of Exhibit JJ (A) the
amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B)
the total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt,
as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: George Kok, Telephone: (212) 761-0327. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the


 



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 Form 10-D relating to the reporting period in which such request was received a Special Notice including the information required
to be included pursuant to Section 5.06.


 


(b)         After
preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D and ABS-EE
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor shall sign the
Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees
in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney
meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act under the Securities Act, and certified
copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each
Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms
ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(d), the Certificate Administrator
shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form
10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D
and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor can be contacted at 1585 Broadway,
New York, New York, 10036, Attention: George Kok, with copies to Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New
York, New York 10020, Attention: Legal Compliance Division, and cmbs_notices@morganstanley.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related to
the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement
needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)         Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed
with the Commission and incorporated by reference in the


 



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 Prospectus (or the preliminary version thereof). The Certificate Administrator
shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator
pursuant to Section 3.12(c) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL
Additional File with respect to such Form ABS-EE pursuant to Section 3.12(c), the Certificate Administrator shall file
such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine
multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward
electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review
and approval. Any questions shall be directed to ssreports@wellsfargo.com; provided, however, that if any
such question pertains to information included in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional
File delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d), the General Master
Servicer shall promptly provide a copy of such question to the NCB Master Servicer (via email at BANK2017BNK5@ncb.com)
and consult with the NCB Master Servicer as to any response thereto. The General Master Servicer shall reasonably cooperate with
the Depositor to answer any reasonable questions that the Depositor may pose to such Master Servicer regarding the data or information
contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that
is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) as of the time the
Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the General Master Servicer, the NCB Master Servicer and the Depositor shall each,
to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding
any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: George Kok, Telephone: (212) 761-0327. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)         Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section
11.05    Form 10-K Filings.(a)Within ninety (90) days after the end of each fiscal year of the Trust
(it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2018, the Certificate
Administrator shall


 



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 prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange
Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the
Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)         (A)the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)        (A)the
registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)        a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following


 



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 paragraph be reported by the parties
set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715 2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2018, (i) the parties listed on Exhibit BB shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit BB hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit DD and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)         After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The


 



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 signing party at the Depositor can be contacted at 1585 Broadway,
New York, New York, 10036, Attention: George Kok, with copies to: Morgan Stanley Capital I Inc., 1221 Avenue of the Americas,
New York, New York 10020, Attention: Legal Compliance Division, and cmbs_notices@morganstanley.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing
Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance
of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on
a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged
by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


(c)         Upon
written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, applicable Master Servicer or applicable Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)         Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section
11.06    Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in
the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as
the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the
Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods
in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with
respect to each Initial Sub-Servicer engaged by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial
Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which either Master
Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to
provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a
Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st
of each year commencing in March 2018, a


 



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 certification substantially in the form attached hereto as Exhibits Y-1, Y-2, Y-3, Y-4,
Y-5, Y-6 or Y-7 (each, a “Performance Certification”), as applicable, on which each Certifying
Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the
Performance Certification provided by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not
exclude information that would have been provided by such Servicing Function Participant. In addition, in the event that any Serviced
Companion Loan is deposited into a commercial mortgage securitization (including an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and
Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to
such Reporting Servicer by third parties (including a “significant


 



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 obligor”, but other than an Additional Servicer
or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s
knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness
of information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07    Form 8-K Filings.Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to
the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to the Depositor, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
CC to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the second (2nd) Business Day after the occurrence of a Reportable Event
(i) the parties set forth on Exhibit CC hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 






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After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
twenty-four (24) hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the third (3rd) Business Day after the Reportable Event, the Depositor shall
notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such
Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer
of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final
executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
1585 Broadway, New York, New York, 10036, Attention: George Kok, with copies to Morgan Stanley Capital I Inc., 1221 Avenue of
the Americas, New York, New York 10020, Attention: Legal Compliance Division, and cmbs_notices@morganstanley.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that
is an Additional Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which
it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such
Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New
York City time, on the second (2nd) Business Day after its occurrence, of any Reportable Event applicable to such party to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 






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Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section
11.08   Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall
provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the
Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be
filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the
filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section
11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section
11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the
filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is
required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on
Forms 10-D, 10-K, ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section
11.09   Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of
whether the applicable Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2018, deliver to the Trustee,
the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available on
its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit GG (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion


 



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thereof and of such Certifying Servicer’s performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has
been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format,
or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to
forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement available
on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit GG. Promptly after receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of
any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into
a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each
Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional
Servicer is acting as a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer
at the time such Officer’s Certificate is required to be delivered. None of the Master Servicers, Special Servicers or Additional
Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar
year.


 


In
the event either Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each of the applicable Master Servicer and the applicable
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide
and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section
11.09 with respect to the period of time that the applicable Master Servicer, the applicable Special Servicer, the Trustee
or the Certificate Administrator was


 



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subject to this Agreement or the period of time that such Additional Servicer was subject
to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10   Annual Reports on Assessment of Compliance with Servicing Criteria. (a)On or before March 1st
of each year, commencing in March 2018, the Master Servicers, the Special Servicers (regardless of whether either Special
Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the
Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar
year), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own
expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by a Master Servicer,
a Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the
Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicers, also to the Operating Advisor), and the 17g-5 Information Provider, a report
substantially in the form of Exhibit HH or such other form provided by such Reporting Servicer that complies in all
material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing
Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and
(D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit HH. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit Z hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such


 



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report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit Z and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function
Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has
received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that
a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)         The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)         No
later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit FF,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special
Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional
Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer and (ii) with respect to any other Additional Servicer that resigns or is


 



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terminated under any applicable servicing agreement,
cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with
an attestation as required in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers,
the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)         The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)         Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11   Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 2018, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own
expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicers, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member
of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator
(who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and
the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, and, promptly, but not earlier than the second (2nd) Business Day
following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it
has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an
assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the
basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by
the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot
be


 



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 expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section
3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee,
the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable
Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that
each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance
meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicers, the
Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer
shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any given year so
long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the
Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12   Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless
each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual
breach by such Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article
XI, (ii) negligence, bad faith or willful misconduct on the part of such Master Servicer, such Special


 



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Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf
of, such party.


 


The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless
each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a
breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing
criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in
Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and
Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other
Depositor as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary
to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and
which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly


 



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communicate with the Commission or its staff and negotiate a response
and/or resolution with the Commission or its staff; provided, however, that if an Affected Reporting Party is a
Servicing Function Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall receive copies of
all material communications pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other
Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence
with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the
Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its
staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such
Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect
to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its
staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission or its staff for extension of time for submitting a response
or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including
reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicers, the Special Servicers, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the
Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by


 



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such Master
Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing
Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of either Master Servicer, either Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13   Amendments. This Article XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this Article XI affecting
a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14   Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the
Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be
delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com.


 


Section
11.15   Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.
(a)Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the
applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any
sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a
Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor
Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu
Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan
Seller (or such permitted transferee) information about itself that such


 



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Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2),
(c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller
to provide such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the
Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer understands that such information may
be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good
faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters
involved in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees
and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged
material misstatements or omissions in any such offering material to the extent that such material misstatement or omission was
made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator
(where such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
Administrator’s duties or obligations under this Agreement), the applicable Master Servicer (where such information pertains
to the applicable Master Servicer individually and not to any specific aspect of the applicable Master Servicer’s duties
or obligations under this Agreement) and the applicable Special Servicer (where such information pertains to the applicable Special
Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties or obligations under this
Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this
Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s)
(to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that are substantially
similar to those delivered with respect to the offering material for this securitization by the applicable Master Servicer or
the applicable Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, for inclusion in the offering materials related
to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such
party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be
deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator, the applicable Master Servicer or the applicable Special Servicer in connection with the Regulation AB Companion
Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection with this Agreement.
It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI
that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and,
in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable
agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of


 



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counsel) incurred
by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)         Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or
special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required
to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other
applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to
the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time
period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods
set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion
Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation
AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate
Administrator, the applicable Master Servicer and the applicable Special Servicer (and the applicable Master Servicer shall consult
with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and such Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(b).


 


(c)         Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until


 



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January 30 of the first year in which the trustee or certificate administrator, as applicable,
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer, as the case may be,
complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)         On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report
on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing
criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the applicable Master Servicer or the
applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(d).


 


(e)         On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, to the extent required


 



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pursuant to Item 1123 of Regulation AB, deliver, with
respect to itself, to the depositor, trustee and certificate administrator under such Regulation AB Companion Loan Securitization
(provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization,
or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion
Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee,
certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the
reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e)
above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements
and certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this
Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates
to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, no later than two (2) Business Days prior to the date
on which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable
information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)         With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor” (within the
meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other
Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer or the applicable
Special Servicer, as the case may be, is in receipt of the updated financial statements of such “significant obligor”
for any calendar


 



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quarter (other than the fourth (4th) calendar quarter of any calendar year) from the Mortgagor, beginning with
the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements of
such “significant obligor” for any calendar year, beginning for the calendar year in which such notice from the Other
Depositor was received, as applicable, the applicable Master Servicer or the applicable Special Servicer, as the case may be,
shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, the financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the applicable Master Servicer (or
as calculated by the applicable Special Servicer and provided to the applicable Master Servicer solely in the case of any related
Specially Serviced Loan or as calculated by the applicable Special Servicer with respect to any Serviced REO Property and provided
by the applicable Special Servicer to the applicable Master 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 related Mortgagor in such financial statements (or as reported by
the related Mortgagor to the applicable Special Servicer and provided by the applicable Special Servicer to the applicable Master
Servicer solely in the case of any related Specially Serviced Loan or as reported by the applicable Special Servicer with respect
to the Serviced REO Property and provided by the applicable Special Servicer to the applicable Master Servicer).


 


If
the applicable Master Servicer or the applicable Special Servicer, as the case may be, does not receive such financial information
satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant
obligor” within ten (10) Business Days after the date such financial information is required to be delivered under the related
Mortgage Loan documents, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall notify the
Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall
cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such
Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The applicable Master Servicer (in the case of Non-Specially Serviced Loans)
or the applicable Special Servicer (in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to
Specially Serviced Loans) shall (and shall


 



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cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization; provided, however, the applicable Special Servicer shall provide
such Officer’s Certificate to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s
Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


(h)         If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16   Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust,
there is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant
Obligor”).


 


Section
11.17   Impact of Cure Period. For the avoidance of doubt, none of the Master Servicers or the Special Servicers shall
be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause
(iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in this Article XI; provided that if any such party fails to comply with the delivery requirements of this Article
XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. None of
the Master Servicers or the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause
(iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s obligations
under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in
compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required
hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not
required to file Exchange Act reports.


 


[End
of Article XI]


 






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Article
XII



the asset representations reviewer


 


Section
12.01   Asset Review.


 


(a)         On or prior to each
Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan
Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the
Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any
notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the
Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to
the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by
delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include
in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement
describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following
Mortgage Loans identified below are sixty (60) or more days delinquent and an Asset Review Trigger as defined in the Pooling
and Servicing Agreement has occurred.”. On each Distribution Date occurring after providing such notice to
Certificateholders, the Certificate Administrator, based on information provided to it by the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a
Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit RR
within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within ninety (90) days after the filing of the Form 10-D reporting the occurrence of
an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”),
then the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the
Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset
Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of
those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within one hundred fifty (150) days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall
promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing
Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as


 



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Exhibit QQ (which shall
be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative
Asset Review Vote has not occurred within such one hundred fifty (150) day period following the receipt of the Asset Review Vote
Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will
not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after
the expiration of such one hundred fifty (150) day period, (B) a new Asset Review Trigger has occurred as a result or an Asset
Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after
the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review
Vote has occurred within one hundred fifty (150) days after the Asset Review Vote Election described in clause (C) in this
sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may
make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the applicable Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection
with the foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all Mortgage
Loans), the applicable Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the applicable
Special Servicer (with respect to clause (6) below for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic format
to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate
Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


 


(1)        a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)        a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)        a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 






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(4)        a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)        a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)        any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)         In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset
Representations Reviewer such missing document(s) to the extent in its possession; provided that any such notification
and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice address for
the related party set forth in Section 13.05 of this Agreement. In the event any missing documents are not provided by
the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the
Mortgage Loan Seller is required under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the
extent such document is in the possession of such party but in any event excluding any documents that contain information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)        The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 






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(iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP
(each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may, but
is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and only to the
extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such
Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on,
such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


 


(v)         No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations
Reviewer by the related Mortgage Loan Seller, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or
the applicable Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the applicable Master
Servicer or applicable Special Servicer, as applicable, within ten (10) Business Days following the request by the Asset Representations
Reviewer to the applicable Master Servicer, the applicable Special Servicer or the related Mortgage Loan Seller, as the case may
be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such
preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents
are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents
will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the applicable
Master


 



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Servicer (only with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially
Serviced Loans) and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and
warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)      The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)         In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the applicable
Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement
or otherwise.


 






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(x)          Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable Master Servicer
(with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such
Mortgage Loan. If the applicable Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall
enforce the obligations of the applicable Mortgage Loan Seller with respect to such Material Defect in accordance with Section
2.03(b).


 


(c)         The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)         The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 






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(a)          The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00024% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)         As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review, upon the completion of any Asset Review with respect to an
individual Asset Review Trigger, the Asset Representations Reviewer shall be paid a fee equal to (a) in the case of a Delinquent
Loan that is not an NCB Co-op Mortgage Loan (such a Delinquent Loan, a “Subject Loan”), the sum of (i) $15,000,
plus (ii) $1,500 per Mortgaged Property relating to the Subject Loan in excess of one Mortgaged Property per Subject Loan, plus
(iii) $2,000 per Mortgaged Property relating to the Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property
relating to the Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject,
in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All
Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All
Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review,
and (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset Representations
Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
(or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the
related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent or fails
to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be paid by
the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable Master Servicer that the
requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not
deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment set
forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage
Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations
Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in
this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery
of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail
or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to
the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer
shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 






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(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)         The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03   Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be
discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been
so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the
resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will
bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its
resignation.


 


Section
12.04   Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its
Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and
such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B)
prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
activities.


 


Section
12.05    Termination of the Asset Representations Reviewer.


 


(a)         An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)          any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and


 



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


 


(ii)         any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)         the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)        the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of Holders of


 



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Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)         Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by
such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)         On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations


 



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Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination
of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable
for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)         Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency, and, prior to the occurrence and continuance of a Consultation Termination
Event and the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01    Amendment. (a)This Agreement may be amended from time to time by the parties hereto, without
the consent of any of the Certificateholders or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for


 



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any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 






    -457-


     


    

 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to
such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan as to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder, determine that the
commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)         to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance
of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated,
receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that
the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 






    -458-


     


    

 


(xi)         to
modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable to
the foreign or domestic risk retention requirements for this securitization transaction are amended or repealed in whole or in
part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected
provision(s) related to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may
materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)         This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be


 



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considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)         Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and that such amendment
or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance
with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision specifically required
to be included in this Agreement by an Intercreditor Agreement related to a Companion Loan without, in each case, the consent
of the holder of the related Companion Loan(s).


 


(d)         No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)         It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either Master
Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Accounts.


 






    -460-


     


    

 


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)          To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special
Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in
connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this
Agreement.


 


(j)          Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


(l)          In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the applicable Master Servicer or applicable Special Servicer is requesting such amendment in connection with the fulfillment
of its duties under this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify
provisions relating to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note
provided that the amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced
by a Rating Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with
respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect).
Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is
repurchased, the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section
13.02   Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the
expense of the Depositor on direction by the applicable Special Servicer and with the consent


 



    -461-


     


    

 


of the Depositor
(which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall
be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03   Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives
or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation


 



    -462-


     


    

 


hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW
RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05   Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to


 



    -463-


     


    

 


have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 


In
the case of the Depositor:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with
copies to:



Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


cmbs_notices@morganstanley.com 


 


In
the case of the General Master Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager

Telecopy Number: (704) 715-0036


 


and
a copy to:


 


Mayer
Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq. 


 


In
the case of the NCB Master Servicer:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 






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with
a copy to:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In
the case of the General Special Servicer:


 


CWCapital
Asset Management LLC 


7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814 


Attention:
Brian Hanson (BANK 2017-BNK5) 


Email:
CWCAMnoticesBANK2017-BNK5@cwcapital.com


 


with
copies to:


 


CWCapital
Asset Management LLC 


7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814 


Attention:
Legal Department (BANK 2017-BNK5); 


  


In
the case of the NCB Special Servicer:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473


 


Email:
kluzik@ncb.coop


 


with
a copy to:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3479

Email: mwehland@ncb.coop


 


In
the case of the Directing Certificateholder:


 






    -465-


     


    

 


Eightfold
Real Estate Capital Fund V, L.P.

c/o Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139


 


Attention:
Brian Tageson


 


In
the case of the Risk Retention Consultation Party:


 


Morgan
Stanley Mortgage Capital Holdings LLC


1585
Broadway 


New
York, New York 10036 


Attention:
Jane Lam


 


with
copies to: 


 


Morgan
Stanley Mortgage Capital Holdings LLC


1221
Avenue of the Americas 


New
York, New York 10020 


Attention:
Legal Compliance Division 


cmbs_notices@morganstanley.com


 


In
the case of the Trustee:


 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee BANK 2017-BNK5


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – BANK 2017-BNK5


 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com 


trustadministrationgroup@wellsfargo.com


 


In
the case of the Mortgage Loan Sellers:


 






    -466-


     


    

 


		1.	Morgan
                                         Stanley Mortgage Capital Holdings LLC



1585 Broadway 


New
York, New York 10036 


Attention:
Jane Lam


 


with
copies to:


 


Morgan
Stanley Mortgage Capital Holdings LLC 


1221
Avenue of the Americas 


New
York, New York 10020 


Attention:
Legal Compliance Division


 


cmbs_notices@morganstanley.com


 


		2.	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28288

                                         Attention: BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


with
a copy to:



Jeff D. Blake, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28288


 


and
a copy to:



Ross Stewart

Wells Fargo Bank, National Association

333 Market Street, 17th Floor

San Francisco, California 94105

Telephone number: (415) 801-8505

Email: ross.l.stewart@wellsfargo.com


 






    -467-


     


    

 


		3.	Bank
                                         of America, National Association

                                         One Bryant Park

                                         New York, New York 10036

                                         Attention: Director of CMBS Securitizations

                                         Email: leland.f.bunch@baml.com

                                         

                                         with copies to:

                                         

                                         Todd Stillerman

                                         Assistant General Counsel & Director

                                         Bank of America Merrill Lynch Legal Department

                                         214 North Tryon Street, 18th Floor

                                         NC1-027-20-05

                                         Charlotte, North Carolina 28255

                                         Email: william.stillerman@bankofamerica.com

                                         

                                         and

                                         

                                         Cadwalader, Wickersham & Taft LLP

                                         227 West Trade Street

                                         Charlotte, North Carolina 28202

                                         Attention: Henry A. LaBrun, Esq.

                                         Facsimile: (704) 348-5200



 


In
the case of the Operating Advisor and the Asset Representations Reviewer:





 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2017-BNK5-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)         Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable


 



    -468-


     


    

 


Special Servicer, as the case
may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably
requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense;
provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider
shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such
notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation
of the rating by the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses: 


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492 


Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section
13.06   Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.


 


Section
13.07   Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall
constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a
loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in, to and under the Conveyed


 



    -469-


     


    

 


Property and all proceeds thereof,
in each case, whether now owned or existing or hereafter acquired or arising, and (ii) this Agreement shall constitute a security
agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement
in all appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with
respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing
Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing
of such continuation statement. This Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section
13.08   Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions
shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion
Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each
Other Exchange Act Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial
Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder.
No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the
applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it
were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.30 hereof.


 


(b)         Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)         Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)         Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09   Article and Section Headings. The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.


 






    -470-


     


    

 


Section
13.10   Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts
promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan
Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual
knowledge:


 


(i)          any
material change or amendment to this Agreement;


 


(ii)         the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)        the
resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer or either
Special Servicer; and


 


(iv)        the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)         The
Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


 


(i)          the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)         any
change in the location of the Collection Accounts;


 


(iii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)        any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)         any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)        any
material damage to any Mortgaged Property;


 


(vii)       any
assumption with respect to a Mortgage Loan; and


 


(viii)      any
release or substitution of any Mortgaged Property.


 


(c)         The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 






    -471-


     


    

 


(d)         The
Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and
thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate
with respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall
require a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items.
In connection with the delivery by either Master Servicer or either 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 such Master Servicer or such Special Servicer when such information, report, notice or document has been posted.
The applicable Master Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to, send
such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City
time) on any Business Day, to the 17g-5 Information Provider.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -472-


     


    


 


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.


	 	 	 
	 	Morgan
                                         stanley capital i INC.,
                                         

                                         Depositor
	 	 	 
		By:	 /s/
                                                                                                                                           Jane H. Lam
	 	 	Name:
                                          Jane H. Lam
	 	 	Title:    Vice President








	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         General Master Servicer
	 	 	 
		By:	 /s/
                                                                                                                                           Nachette Hadden
	 	 	Name:
                                          Nachette Hadden
	 	 	Title:    Director








	 	 	 
	 	NATIONAL
                                         COOPERATIVE BANK, N.A.,

                                         NCB Master Servicer
	 	 	 
		By:	 /s/
                                                                                                                                           Matthew Wehland
	 	 	Name:
                                          Matthew Wehland
	 	 	Title:    Senior Vice President








	 	 	 
	 	cwcapital
                                         asset management LLC,

                                         General Special Servicer
	 	 	 
		By:	 /s/
                                                                                                                                           Brian Hanson
	 	 	Name:
                                          Brian Hanson
	 	 	Title:    Managing Director


 


 


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	 	NATIONAL
                                         COOPERATIVE BANK, N.A.,

                                         NCB Special Servicer
	 	 	 
		By:	 /s/ Matthew Wehland
	 	 	Name:
                                          Matthew Wehland
	 	 	Title:    Senior Vice President








	 	 	 
	 	WELLS
                                         Fargo bank, national association,

                                         not in its individual capacity, but solely as Certificate Administrator
	 	 	 
		By:	 /s/
                                                                                                                                           Amber Nelson
	 	 	Name:
                                          Amber Nelson
	 	 	Title:    Assistant Vice President








	 	 	 
	 	Wilmington
                                         Trust, national association,

                                         not in its individual capacity, but solely as Trustee
	 	 	 
		By:	 /s/
                                                                                                                                           Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title:    Assistant Vice President


  


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	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Operating Advisor
	 	 	 	 
	 	By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member
	 	 	 	 
		 	By:	Park
                                         Bridge Financial LLC

                                         Its Sole Member


 


		By:	 /s/
                                                                                                                                           Robert J. Spinna, Jr.
	 	 	Name:
                                          Robert J. Spinna, Jr.
	 	 	Title:    Managing Member





 





	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member
	 	 	 	 
		 	By:	Park
                                         Bridge Financial LLC

                                         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
the  29th day of June, 2017, before me, notary public in and for said State, personally appeared Jane Lam known to me to a VP of Morgan Stanley Capital I Inc., that
executed the within instrument, and also known me to be the person who executed it on behalf of such corporation, and acknowledged
to me that such Jane Lam executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    George Hsu
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	GEORGE HSU

                                    Notary
                                   Public, State of New York

                                   No. 01HS6336848

                                   Qualified in
                                   New York County

                                   Commission
                                   Expires 02/08/2020 

	 	 	 
	 	 	 


 


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	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF  MECKLENBURG	)	 


 


On
the  28 day of June, 2017, before me, a notary public in and for said State, personally appeared Nachette Hadden known to me
to be a Director of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such entity executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Janet Garner
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	 Janet Garner

                                   NOTARY PUBLIC

                                   Gaston County,
                                   NC 

	 2-28-2020	 	 
	 	 	 


 


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	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF  ARLINGTON	)	 


 


On
the  21 day of June , 2017, before me, a notary public in and for said State, personally appeared M. Wehland known to me to
be a SVP of National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such
national banking association, and acknowledged to me that such SVP executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Christiane Weber Hirt
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	 Christiane Weber Hirt

                                   NOTARY PUBLIC

                                   Commonwealth
                                   of Virginia

                                   Reg. #7095550

                                   Commission
                                   Exp. 3/31/2019 

	 	 	 
	 	 	 


 


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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF  Montogomery	)	 


 


On
the  20th day of June, 2017, before me, a notary public in and for said State, personally appeared Brian Hanson known to
me to be a Managing Director of CWCapital Asset Management LLC, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such limited liability company, and acknowledged to me that such Managing
Director executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Sheremee D. Griffin
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	Sheremee D. Griffin

                                   NOTARY PUBLIC

                                   MONTGOMERY
                                   COUNTY, MD

                                   MY COMMISSION
                                   EXPIRES 11/30/2018 

	 	 	 
	 	 	 


 


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	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF  ARLINGTON	)	 


 


On
the  21 day of June , 2017, before me, a notary public in and for said State, personally appeared M. Wehland known to me to
be a SVP of National Cooperative Bank, N.A., that executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to me that such SVP executed the
within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Christiane Weber Hirt
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	 Christiane Weber Hirt

                                   NOTARY PUBLIC

                                   Commonwealth
                                   of Virginia

                                   Reg. #7095550

                                   Commission
                                   Exp. 3/31/2019 

	 	 	 
	 	 	 


 




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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF  Howard	)	 


 


On
the  19 day of June, 2017, before me, a notary public in and for said State, personally appeared  Amber Nelson known to me
to be a AVP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such Amber Nelson
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Colin A. Castro
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	 COLIN A. CASTRO

                                   NOTARY PUBLIC

                                   FREDERICK COUNTY,
                                   MD

                                   MY
COMMISSION EXPIRES MARCH 24, 2019 

	 3-24-19	 	 
	 	 	 


 


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	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF  NEW CASTLE	)	 


 


On
the 22nd   day of June, 2017, before me, a notary public in and for said State, personally appeared Beverly D. Capers known
to me to be a assistant vice president of Wilmington Trust, National Association, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me
that such assistant vice president executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	 /s/
    Christina Bader
	 	 	 	Notary Public
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	 CHRISTINA BADER

                                   NOTARY PUBLIC

                                   STATE OF DELAWARE

                                   MY COMMISSION
                                   EXPIRES MARCH 22, 2020 

	 	 	 
	 	 	 


 


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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF  NEW YORK	)	 


 


On
this  20th 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
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	Cathy Pampinella

                                   Notary Public,
                                   State of New York

                                   Registration
                                   #01PA6303022

                                   Qualified In
                                   Suffolk County

                                   Commission
                                   Expires May 12, 2018 

	 	 	 
	 	 	 


 


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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF  NEW YORK	)	 


 


On
this  20th 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
	 	 	 	 
	[SEAL]

                     

                    My
                    commission expires:
	 	Cathy Pampinella

                                   Notary Public,
                                   State of New York

                                   Registration
                                   #01PA6303022

                                   Qualified In
                                   Suffolk County

                                   Commission
                                   Expires May 12, 2018 

	 	 	 
	 	 	 


 


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EXECUTION
VERSION

 


EXHIBIT
A-1


 


[FORM
OF] CLASS [__] CERTIFICATE


 


BANK
2017-BNK5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK5, CLASS [__]


 


[FOR
CLASSES X-D, D, E, F, G, H OFFERED PURSUANT TO REGULATION S:]1 [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY
CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[FOR
BOOK-ENTRY CERTIFICATES:]2 [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.


 


TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS


 





 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 



    A-1-1


     

    

 


 SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
CLASSES A-1, A-2, A-SB, A-3, A-4, A-5, A-S, B, C, D, E, F, G, H:] [PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE
AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR
CLASS X CERTIFICATES: THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. THE NOTIONAL
AMOUNT OF THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
AGGREGATE CERTIFICATE BALANCE OF THE CLASSES OF PRINCIPAL BALANCE CERTIFICATES THAT COMPRISE ITS NOTIONAL AMOUNT. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THIS CLASS OF CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.]


 






    A-1-2


     

    

 


[FOR
CLASSES X-D, D, E, F, G, H:] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING
THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF
A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASS E, CLASS F, CLASS G AND CLASS H CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 






    A-1-3


     

    

 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”, AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H): THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 






    A-1-4


     

    

 





	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS [X-A, X-B or X-D]: VARIABLE IN ACCORDANCE
                                         WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 29, 2017

         

        FIRST
        DISTRIBUTION DATE:

        July 17, 2017

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	GENERAL
MASTER SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER: 

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: 

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER: 

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [         ]

         

        ISIN
        NO.: [          ]

         

        COMMON
        CODE NO.: [          ]

         

        CERTIFICATE
        NO.: [_]-[_]

         






 






    A-1-5


     

    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), between Morgan Stanley
Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling
and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the
NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of
certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance or Notional Amount, as applicable, of the Class [__] Certificates.
The Certificates are designated as the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 and are
issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in two “real estate mortgage investment conduits”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D


 



    A-1-6


     

    

 


of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and/or interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance
or Notional Amount, as applicable, of this Certificate immediately prior to each Distribution Date. Principal and/or interest
allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata
share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of
Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments to the extent provided in the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Accounts will be paid to the Master Servicers
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the
Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of
the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any


 



    A-1-7


     

    

 


Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of [FOR
REGISTERED PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-5, A-S, B and C): $10,000][FOR NON-REGISTERED PRINCIPAL
BALANCE CERTIFICATES: CLASS D, E, F, G and H: $100,000][FOR CLASS X CERTIFICATES: $1,000,000], and in integral multiples of $1
in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.


 






    A-1-8


     

    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans (excluding from the aggregate Cut-off Date Balance of the Mortgage
Loans and the aggregate Stated Principal Balances of the Mortgage Loans, solely for purposes of this calculation, the


 



    A-1-9


     

    

 


Mortgage
Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “Sprouts Farmers Market” and
“iStar Leased Fee Portfolio”).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-1-10


     

    

 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
___, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-1-11


     

    

  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	   Custodian
	JT TEN	-	as joint tenants with rights of	   (Cust)
			 survivorship and not as tenants in 	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	  	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	   Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 






    A-1-12


     

    

 


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.








 






    A-1-13


     

    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






    A-1-14


     

    

 





EXHIBIT
A-2


 


[FORM
OF] CLASS R CERTIFICATE


 


BANK
2017-BNK5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK5, CLASS R


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 



    A-2-1


     

    

 


 FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE


 



    A-2-2


     

    

 


 FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-2-3


     

    

 





	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 29, 2017

         

        FIRST
        DISTRIBUTION DATE:

        July 17, 2017

         
	GENERAL
MASTER SERVICER:  

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
SPECIAL SERVICER:  

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:  

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR:  

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:   

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:  

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [          ]

         

        ISIN
        NO.: [          ]

         

        CERTIFICATE
        NO.: R-[_] 

         








 






    A-2-4


     

    

 








CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and
Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer,
the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK5 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state


 



    A-2-5


     

    

 



and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest
Percentage Interest in the Class R Certificates shall be designated as the “tax matters person” in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.  In addition the
Certificate Administrator shall be designated as the “partnership representative” within the meaning of Section
6223 of the Code of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest in the Class
R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties
of the “tax matters person” and to the designation of the Certificate Administrator as
“partnership representative” for the Trust REMICs.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of
Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments to the extent provided in the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Accounts will be paid to the Master Servicers
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the
Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of
the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 






    A-2-6


     

    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become
due, (4) the


 



    A-2-7


     

    

 


 proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.03(o)
of the Pooling and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 






    A-2-8


     

    

 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans (excluding from the aggregate Cut-off Date Balance of the Mortgage
Loans and the aggregate Stated Principal Balances of the Mortgage Loans, solely for purposes of this calculation, the Mortgage
Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “Sprouts Farmers Market” and
“iStar Leased Fee Portfolio”).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-2-9


     

    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-2-10


     

    



 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June ___, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:








 






    A-2-11


     

    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	   Custodian
	JT TEN	-	as joint tenants with rights of	   (Cust)
			 survivorship and not as tenants in 	Under
        Uniform Gifts to Minors
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  






 






    A-2-12


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to _____________________ for the account of _______________________ account number
_______________ or, if mailed by check, to _______________________. Statements should be mailed to _______________________.
This information is provided by assignee named above, or _______________________, as its agent.



 






    A-2-13


     

    






  


EXHIBIT
A-3


 


[FORM
OF] CLASS V CERTIFICATE


 


BANK
2017-BNK5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK5, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE
MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED
THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    	A-3-1



     


    

 


INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF THE EXCESS INTEREST
GRANTOR TRUST ASSETS.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 




    	A-3-2



     


    

 


 


	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 29, 2017

         

        FIRST
        DISTRIBUTION DATE: 

        JULY 17, 2017

         

         

         
	GENERAL
        MASTER SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [             ]

         

        CERTIFICATE
        NO.: V-[_]



 




    	A-3-3



     


    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class V Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and
Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which
term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General
Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and
the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is
set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK5 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of the Excess Interest Grantor Trust Assets. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in


 






    	A-3-4



     


    

 


accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Accounts will be paid to the Master Servicers as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts
shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement 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


 






    	A-3-5



     


    

 


surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and


 






    	A-3-6



     


    

 


binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans (excluding from the aggregate Cut-off Date Balance of the Mortgage
Loans and the aggregate Stated Principal Balances of the Mortgage Loans, solely for purposes of this calculation, the Mortgage
Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “Sprouts Farmers Market” and
“iStar Leased Fee Portfolio”).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






    	A-3-7



     


    

 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-3-8



     


    

 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    	A-3-9



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	   Custodian
	JT TEN	-	as joint tenants with rights of	   (Cust)
	 	 	survivorship and not as	Under Uniform Gifts to Minors
	 	 	tenants in common	 
	 	 	 	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-10



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to _____________________ for the account of _______________________
account number _______________ or, if mailed by check, to _______________________. Statements should be mailed to
_______________________. This information is provided by assignee named above, or _______________________, as its
agent.



  




    	A-3-11



     


    

 


EXHIBIT
A-4


 


[FORM
OF] RR Interest


 


BANK
2017-BNK5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-BNK5, RR INTEREST


 


[FOR
BOOK-ENTRY CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD:]3 [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.


 


TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF


 


 


 



3
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 






    	A-4-1



     


    

 


THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF RETAINED CERTIFICATE REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL
BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE RETAINED CERTIFICATE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. 


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 






    	A-4-2



     


    

 


EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS (I) A “REGULAR INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”, AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II)
AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF THE EXCESS INTEREST GRANTOR TRUST ASSETS.


 




    	A-4-3



     


    

 


	PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 29, 2017

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2017

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[_________]

         
	GENERAL
        MASTER SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: 

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        NCB
        MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE: 

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: 

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [______]

         

        CERTIFICATE
        NO.: RR-[_]



 


 




    	A-4-4



     


    

 


RR
INTEREST


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: [MORGAN STANLEY BANK, N.A.][WELLS FARGO BANK, NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION]] is the
registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master
Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK
2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 






    	A-4-5



     


    

 


This
Certificate represents (i) a “regular interest” in two “real estate mortgage investment conduits”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”)
and (ii) an undivided beneficial interest in a portion of the Excess Interest Grantor Trust Assets. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
(including Excess Interest) then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Retained Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Retained
Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses
allocated to the RR Interest will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held
on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each
Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments
to the extent provided in the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including


 






    	A-4-6



     


    

 


reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The
RR Interest will be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of
$0.01 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the
initial Certificate Balance of such Class.


 






    	A-4-7



     


    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans (excluding from the aggregate Cut-off Date Balance of the Mortgage
Loans and the aggregate Stated Principal Balances of the Mortgage Loans, solely for purposes of this calculation, the


 






    	A-4-8



     


    

 


Mortgage
Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “Sprouts Farmers Market” and
“iStar Leased Fee Portfolio”).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and
RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its
Certificates (other than the Class V Certificates, Class R Certificates and RR Interest) together with the payment or deemed payment
of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-4-9



     


    




 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS A PART OF THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    	A-4-10



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	   Custodian
	JT TEN	-	as joint tenants with rights of	   (Cust)
			survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-4-11



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 




    	A-4-12



     


    



 





[TO
BE ATTACHED TO GLOBAL CERTIFICATES ONLY AFTER THE RR INTEREST 

TRANSFER RESTRICTION PERIOD]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






    	A-4-13



     


    

 




 




EXECUTION VERSION


 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




    	 



     


    

 







 


BANK
2017-BNK5


Mortgage
Loan Schedule


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Address
    	City
    	County	State
    	ZIP	Property
    Type	Units/SF	Original
    Balance	Cut-off
    Date

    Balance	Original
    Term

    to Maturity or ARD (mos.) 
	BANA/WFB	1	Del
    Amo Fashion Center	3525
    West Carson Street	Torrance	Los
    Angeles	CA	90503	Retail	1,769,525	$90,000,000	$90,000,000	120
	BANA	2	Starwood
    Capital Group Hotel Portfolio	 	 	 	 	 	 	6,366	$72,500,000	$72,500,000	120
	BANA	2.01	Larkspur
    Landing Sunnyvale	748
    North Mathilda Avenue	Sunnyvale	Santa
    Clara	CA	94085	Hospitality	126	$4,278,647	$4,278,647	 
	BANA	2.02	Larkspur
    Landing Milpitas	40
    Ranch Drive	Milpitas	Santa
    Clara	CA	95035	Hospitality	124	$3,605,232	$3,605,232	 
	BANA	2.03	Larkspur
    Landing Campbell	550
    West Hamilton Avenue	Campbell	Santa
    Clara	CA	95008	Hospitality	117	$3,169,977	$3,169,977	 
	BANA	2.04	Larkspur
    Landing San Francisco	690
    Gateway Boulevard	San
    Francisco	San
    Mateo	CA	94080	Hospitality	111	$2,611,535	$2,611,535	 
	BANA	2.05	Larkspur
    Landing Pleasanton	5535
    Johnson Drive	Pleasanton	Alameda	CA	94588	Hospitality	124	$2,554,048	$2,554,048	 
	BANA	2.06	Larkspur
    Landing Bellevue	15805
    Southeast 37th Street	Bellevue	King	WA	98006	Hospitality	126	$2,274,828	$2,274,828	 
	BANA	2.07	Larkspur
    Landing Sacramento	555
    Howe Avenue	Sacramento	Sacramento	CA	95825	Hospitality	124	$1,699,962	$1,699,962	 
	BANA	2.08	Hampton
    Inn Ann Arbor North	2300
    Green Road	Ann
    Arbor	Washtenaw	MI	48105	Hospitality	129	$1,658,900	$1,658,900	 
	BANA	2.09	Larkspur
    Landing Hillsboro	3133
    Northeast Shute Road	Hillsboro	Washington	OR	97124	Hospitality	124	$1,658,900	$1,658,900	 
	BANA	2.10	Larkspur
    Landing Renton	1701
    East Valley Road	Renton	King	WA	98057	Hospitality	127	$1,642,475	$1,642,475	 
	BANA	2.11	Holiday
    Inn Arlington Northeast Rangers Ballpark	1311
    Wet ‘n Wild Way	Arlington	Tarrant	TX	76011	Hospitality	147	$1,576,776	$1,576,776	 
	BANA	2.12	Residence
    Inn Toledo Maumee	1370
    Arrowhead Drive	Maumee	Lucas	OH	43537	Hospitality	108	$1,560,351	$1,560,351	 
	BANA	2.13	Residence
    Inn Williamsburg	1648
    Richmond Road	Williamsburg	Willamsburg	VA	23185	Hospitality	108	$1,494,652	$1,494,652	 
	BANA	2.14	Hampton
    Inn Suites Waco South	2501
    Marketplace Drive	Waco	McLennan	TX	76711	Hospitality	123	$1,379,679	$1,379,679	 
	BANA	2.15	Holiday
    Inn Louisville Airport Fair Expo	447
    Farmington Avenue	Louisville	Jefferson	KY	40209	Hospitality	106	$1,355,042	$1,355,042	 
	BANA	2.16	Courtyard
    Tyler	7424
    South Broadway Avenue	Tyler	Smith	TX	75703	Hospitality	121	$1,330,405	$1,330,405	 
	BANA	2.17	Hilton
    Garden Inn Edison Raritan Center	50
    Raritan Center Parkway	Edison	Middlesex	NJ	08837	Hospitality	132	$1,330,405	$1,330,405	 
	BANA	2.18	Hilton
    Garden Inn St. Paul Oakdale	420
    Inwood Avenue North	Oakdale	Washington	MN	55128	Hospitality	116	$1,313,980	$1,313,980	 
	BANA	2.19	Residence
    Inn Grand Rapids West	3451
    Rivertown Point Court Southwest	Grandville	Kent	MI	49418	Hospitality	90	$1,297,555	$1,297,555	 
	BANA	2.20	Peoria,
    AZ Residence Inn	8435
    West Paradise Lane	Peoria	Maricopa	AZ	85382	Hospitality	90	$1,289,343	$1,289,343	 
	BANA	2.21	Hampton
    Inn Suites Bloomington Normal	320
    South Towanda Avenue	Normal	Mclean	IL	61761	Hospitality	128	$1,281,130	$1,281,130	 
	BANA	2.22	Courtyard
    Chico	2481
    Carmichael Drive	Chico	Butte	CA	95928	Hospitality	90	$1,256,493	$1,256,493	 
	BANA	2.23	Hampton
    Inn Suites Kokomo	2920
    South Reed Road	Kokomo	Howard	IN	46902	Hospitality	105	$1,215,431	$1,215,431	 
	BANA	2.24	Hampton
    Inn Suites South Bend	52709
    Indiana State Road 933	South
    Bend	St.
    Joseph	IN	46637	Hospitality	117	$1,215,431	$1,215,431	 
	BANA	2.25	Courtyard
    Wichita Falls	3800
    Tarry Street	Wichita
    Falls	Wichita	TX	76308	Hospitality	93	$1,157,945	$1,157,945	 
	BANA	2.26	Hampton
    Inn Morehead	4035
    Arendell Street	Morehead
    City	Carteret	NC	28557	Hospitality	118	$1,125,095	$1,125,095	 
	BANA	2.27	Residence
    Inn Chico	2485
    Carmichael Drive	Chico	Butte	CA	95928	Hospitality	78	$1,092,246	$1,092,246	 
	BANA	2.28	Courtyard
    Lufkin	2130
    South First Street	Lufkin	Angelina	TX	75901	Hospitality	101	$1,042,972	$1,042,972	 
	BANA	2.29	Hampton
    Inn Carlisle	1164
    Harrisburg Pike	Carlisle	Cumberland	PA	17013	Hospitality	97	$1,034,759	$1,034,759	 
	BANA	2.30	Springhill
    Suites Williamsburg	1644
    Richmond Road	Williamsburg	James
    City	VA	23185	Hospitality	120	$1,034,759	$1,034,759	 
	BANA	2.31	Fairfield
    Inn Bloomington	120
    South Fairfield Drive	Bloomington	Monroe	IN	47404	Hospitality	105	$1,026,547	$1,026,547	 
	BANA	2.32	Waco
    Residence Inn	501
    South University Parks Drive	Waco	Mclennan	TX	76706	Hospitality	78	$1,001,910	$1,001,910	 
	BANA	2.33	Holiday
    Inn Express Fishers	9791
    North by Northeast Boulevard	Fishers	Hamilton	IN	46037	Hospitality	115	$936,211	$936,211	 
	BANA	2.34	Larkspur
    Landing Folsom	121
    Iron Point Road	Folsom	Sacramento	CA	95630	Hospitality	84	$911,574	$911,574	 
	BANA	2.35	Springhill
    Suites Chicago Naperville Warrenville	4305
    Weaver Parkway	Warrenville	Peoria	IL	60555	Hospitality	128	$862,299	$862,299	 
	BANA	2.36	Holiday
    Inn Express & Suites Paris	3025
    Northeast Loop 286	Paris	Lamar	TX	75460	Hospitality	84	$854,087	$854,087	 
	BANA	2.37	Toledo
    Homewood Suites	1410
    Arrowhead Drive	Toledo	Lucas	OH	43537	Hospitality	78	$854,087	$854,087	 
	BANA	2.38	Grand
    Rapids Homewood Suites	3920
    Stahl Drive Southeast	Grand
    Rapids	Kent	MI	49546	Hospitality	78	$829,450	$829,450	 
	BANA	2.39	Cheyenne
    Fairfield Inn & Suites	1415
    Stillwater Avenue	Cheyenne	Laramie	WY	82009	Hospitality	60	$771,963	$771,963	 
	BANA	2.40	Fairfield
    Inn Laurel	13700
    Baltimore Avenue	Laurel	Prince
    Georges	MD	20707	Hospitality	109	$771,963	$771,963	 
	BANA	2.41	Courtyard
    Akron Stow	4047
    Bridgewater Parkway	Stow	Summit	OH	44224	Hospitality	101	$755,538	$755,538	 
	BANA	2.42	Larkspur
    Landing Roseville	1931
    Taylor Road	Roseville	Placer	CA	95661	Hospitality	90	$714,477	$714,477	 
	BANA	2.43	Towneplace
    Suites Bloomington	105
    South Franklin Road	Bloomington	Monroe	IN	47404	Hospitality	83	$714,477	$714,477	 
	BANA	2.44	Hampton
    Inn Danville	97
    Old Valley School Road	Danville	Montour	PA	17821	Hospitality	71	$706,264	$706,264	 
	BANA	2.45	Holiday
    Inn Norwich	10
    Laura Boulevard	Norwich	New
    London	CT	06360	Hospitality	135	$698,052	$698,052	 
	BANA	2.46	Hampton
    Inn Suites Longview North	3044
    North Eastman Road	Longview	Gregg	TX	75605	Hospitality	91	$689,840	$689,840	 
	BANA	2.47	Springhill
    Suites Peoria Westlake	2701
    West Lake Avenue	Peoria	Peoria	IL	61615	Hospitality	124	$689,840	$689,840	 
	BANA	2.48	Hampton
    Inn Suites Buda	1201
    Cabelas Drive	Buda	Hays	TX	78610	Hospitality	74	$681,627	$681,627	 
	BANA	2.49	Shawnee
    Hampton Inn	4851
    North Kickapoo	Shawnee	Pottawatomie	OK	74804	Hospitality	63	$681,627	$681,627	 
	BANA	2.50	Racine
    Fairfield Inn	6421
    Washington	Racine	Racine	WI	53406	Hospitality	62	$665,202	$665,202	 
	BANA	2.51	Hampton
    Inn Selinsgrove Shamokin Dam	3
    Stetler Avenue	Shamokin
    Dam	Snyder	PA	17876	Hospitality	75	$648,778	$648,778	 
	BANA	2.52	Holiday
    Inn Express & Suites Terrell	300
    Tanger Drive	Terrell	Kaufman	TX	75160	Hospitality	68	$615,928	$615,928	 
	BANA	2.53	Westchase
    Homewood Suites	2424
    Rogerdale Road	Houston	Harris	TX	77042	Hospitality	96	$596,153	$596,153	 
	BANA	2.54	Holiday
    Inn Express & Suites Tyler South	2421
    East Southeast Loop 323	Tyler	Smith	TX	75701	Hospitality	88	$591,291	$591,291	 
	BANA	2.55	Holiday
    Inn Express & Suites Huntsville	148
    Interstate 45 South	Huntsville	Walker	TX	77340	Hospitality	87	$566,654	$566,654	 
	BANA	2.56	Hampton
    Inn Sweetwater	302
    Southeast Georgia Avenue	Sweetwater	Nolan	TX	79556	Hospitality	72	$517,380	$517,380	 
	BANA	2.57	Comfort
    Suites Buda Austin South	15295
    South Interstate 35 Building 800	Buda	Hays	TX	78610	Hospitality	72	$435,256	$435,256	 
	BANA	2.58	Fairfield
    Inn & Suites Weatherford	175
    Alford Drive	Weatherford	Parker	TX	76086	Hospitality	86	$410,619	$410,619	 
	BANA	2.59	Holiday
    Inn Express & Suites Altus	2812
    East Broadway Street	Altus	Jackson	OK	73521	Hospitality	68	$332,735	$332,735	 
	BANA	2.60	Comfort
    Inn & Suites Paris	3035
    Northeast Loop 286	Paris	Lamar	TX	75460	Hospitality	56	$295,645	$295,645	 
	BANA	2.61	Hampton
    Inn Suites Decatur	110
    US-287	Decatur	Wise	TX	76234	Hospitality	74	$282,912	$282,912	 
	BANA	2.62	Holiday
    Inn Express & Suites Texarkana East	5210
    Crossroads Parkway	Texarkana	Miller	AR	71854	Hospitality	88	$261,988	$261,988	 
	BANA	2.63	Mankato
    Fairfield Inn	141
    Apache Place	Mankato	Blue
    Earth	MN	56001	Hospitality	61	$234,774	$234,774	 
	BANA	2.64	Candlewood
    Suites Texarkana	2901
    South Cowhorn Creek Loop	Texarkana	Bowie	TX	75503	Hospitality	80	$181,517	$181,517	 
	BANA	2.65	Country
    Inn & Suites Houston Intercontinental Airport East	20611
    Highway 59	Humble	Harris	TX	77338	Hospitality	62	$172,385	$172,385	 
	MSMCH	3	Westchester
    One	44
    South Broadway; 120 Westchester Avenue	White
    Plains	Westchester	NY	10601	Office	907,436	$67,500,000	$67,500,000	121
	MSMCH/WFB	4	Market
    Street - The Woodlands	9595
    Six Pines Drive	The
    Woodlands	Montgomery	TX	77380	Retail	492,082	$65,000,000	$65,000,000	120
	MSMCH	5	Olympic
    Tower	645,
    647, 651 Fifth Avenue and 10 East 52nd Street	New
    York	New
    York	NY	10022	Mixed
    Use	525,372	$56,000,000	$56,000,000	120
	WFB	6	Sprouts
    Farmers Market	1028,
    32, 36, 38, 58, 68, 78, 88, 98 East Brokaw Road	San
    Jose	Santa
    Clara	CA	95131	Retail	143,479	$56,000,000	$56,000,000	120
	BANA	7	270
    Corporate Center 	20201,
    20250, 20251, 20300 Century Boulevard	Germantown	Montgomery	MD	20874	Office	449,443	$52,500,000	$52,500,000	60
	BANA	8	iStar
    Leased Fee Portfolio	 	 	 	 	 	 	 	$45,400,000	$45,400,000	120
	BANA	8.01	Hilton
    Salt Lake	255
    South West Temple	Salt
    Lake City	Salt
    Lake	UT	84101	Other	499	$11,062,400	$11,062,400	 
	BANA	8.02	Doubletree
    Seattle Airport	18740
    International Boulevard	Seattle	King	WA	98188	Other	850	$8,000,000	$8,000,000	 
	BANA	8.03	Doubletree
    Mission Valley	7450
    Hazard Center Drive	San
    Diego	San
    Diego	CA	92108	Other	300	$7,616,800	$7,616,800	 
	BANA	8.04	One
    Ally Center	500
    Woodward Avenue	Detroit
    	Wayne	MI	48226	Other	957,355	$6,392,200	$6,392,200	 
	BANA	8.05	Doubletree
    Sonoma	1
    Doubletree Drive	Rohnert
    Park	Sonoma	CA	94928	Other	245	$3,860,000	$3,860,000	 
	BANA	8.06	Doubletree
    Durango	501
    Camino Del Rio	Durango	La
    Plata	CO	81301	Other	159	$3,320,800	$3,320,800	 
	BANA	8.07	Northside
    Forsyth Hospital Medical Center	4150
    Deputy Bill Cantrell Memorial Road	Cumming	Forsyth	GA	30040	Other	92,573	$1,515,400	$1,515,400	 
	BANA	8.08	NASA/JPSS
    Headquarters	7700
    and 7720 Hubble Drive	Lanham	Prince
    George’s	MD	20706	Other	120,000	$1,038,000	$1,038,000	 
	BANA	8.09	Dallas
    Market Center: Sheraton Suites	2101
    North Stemmons Freeway	Dallas	Dallas	TX	75207	Other	251	$830,200	$830,200	 
	BANA	8.10	Dallas
    Market Center: Marriott Courtyard	2150
    Market Center Boulevard	Dallas	Dallas	TX	75207	Other	184	$747,200	$747,200	 
	BANA	8.11	The
    Buckler Apartments	401
    West Michigan Street	Milwaukee	Milwaukee	WI	53203	Other	207	$726,600	$726,600	 
	BANA	8.12	Lock-Up
    Self Storage Facility	221
    American Boulevard West	Bloomington
    	Hennepin	MN	55420	Other	104,000	$290,400	$290,400	 
	BANA	9	Gateway
    Net Lease Portfolio	 	 	 	 	 	 	5,296,943	$45,000,000	$45,000,000	84
	BANA	9.01	BAE
    Systems	4300
    Airport Expressway	Fort
    Wayne	Allen	IN	46801	Industrial	333,750	$3,747,992	$3,747,992	 
	BANA	9.02	FedEx
    (Stratford)	825
    Lordship Boulevard	Stratford	Fairfield	CT	06615	Industrial	225,198	$3,610,325	$3,610,325	 
	BANA	9.03	FedEx
    (Baltimore)	101
    Bethlehem Boulevard	Edgemere	Baltimore	MD	21219	Industrial	306,016	$3,323,805	$3,323,805	 
	BANA	9.04	Harman	30001
    Cabot Drive	Novi	Oakland	MI	48377	Office	188,042	$2,647,514	$2,647,514	 
	BANA	9.05	GE
    Aviation (Lafayette)	3720
    US Highway 52 S	Lafayette	Tippecanoe	IN	47905	Industrial	306,406	$2,521,893	$2,521,893	 
	BANA	9.06	GoDaddy	2155
    East GoDaddy Way	Tempe	Maricopa	AZ	85284	Office	150,000	$2,235,373	$2,235,373	 
	BANA	9.07	Carrier	16011
    Applewhite Road	San
    Antonio	Bexar	TX	78264	Industrial	517,000	$2,206,119	$2,206,119	 
	BANA	9.08	Emerus	8686
    New Trails Drive	The
    Woodlands	Montgomery	TX	77381	Office	95,640	$1,793,977	$1,793,977	 
	BANA	9.09	Cardinal
    Health	6000
    Rosa Parks Boulevard	Detroit
    	Wayne	MI	48208	Industrial	275,951	$1,744,933	$1,744,933	 
	BANA	9.10	TE
    Connectivity	501
    Shenandoah Drive	Shakopee	Scott	MN	55379	Industrial	176,648	$1,727,725	$1,727,725	 
	BANA	9.11	FCA
    LLC	2348
    FM 464	Seguin	Guadalupe	TX	78155	Industrial	300,000	$1,627,916	$1,627,916	 
	BANA	9.12	FedEx
    (Staunton) 	7
    Industry Way	Staunton	Staunton	VA	24401	Industrial	225,198	$1,369,790	$1,369,790	 
	BANA	9.13	QuadPackaging
    (Proteus)	1
    & 3 West World Packaging Circle	Franklin	Milwaukee	WI	53132	Industrial	205,000	$1,146,080	$1,146,080	 
	BANA	9.14	QuadPackaging
    (Transpak)	2
    & 4 West World Packaging Circle	Franklin	Milwaukee	WI	53132	Industrial	218,000	$1,134,895	$1,134,895	 
	BANA	9.15	T-Mobile	820
    Tom Martin Drive	Birmingham	Jefferson	AL	35211	Office	66,500	$1,059,178	$1,059,178	 
	BANA	9.16	Sikorsky
    Aircraft	1727
    South Main Street	Dallas	Tarrant	TX	75261	Industrial	150,975	$1,025,621	$1,025,621	 
	BANA	9.17	Vatterott
    College	8580
    Evans Avenue	Berkeley	St.
    Louis	MO	63121	Office	90,000	$951,625	$951,625	 
	BANA	9.18	Comcast	12645
    Corporate Lakes Drive	Fort
    Myers	Lee	FL	33931	Office	57,260	$853,537	$853,537	 
	BANA	9.19	Alfa
    Laval	5400
    International Trade Drive	Richmond	Henrico	VA	23231	Industrial	180,252	$778,681	$778,681	 
	BANA	9.20	LKQ
    Corporation (New Braunfels)	5545
    Goodwin Lane	New
    Braunfels	Comal	TX	78130	Industrial	98,771	$768,356	$768,356	 
	BANA	9.21	Hitachi	1375
    North 28th Avenue	Irving	Dallas	TX	75261	Office	72,056	$733,939	$733,939	 
	BANA	9.22	Cameron	2503
    South Main Street	Mansfield	Tioga	PA	16933	Industrial	75,000	$697,801	$697,801	 
	BANA	9.23	Alliance
    Data	220
    West Schrock Road	Westerville	Franklin	OH	43081	Office	100,800	$661,663	$661,663	 
	BANA	9.24	Synchrony
    Financial	140
    Wekiva Springs Road	Longwood	Seminole	FL	32779	Office	67,775	$616,061	$616,061	 
	BANA	9.25	Baxalta
    (Barry Pointe)	9500
    NE 82nd Terrace	Kansas
    City	Clay	MO	64158	Office	16,686	$472,371	$472,371	 
	BANA	9.26	Baxalta
    (Casselberry)	1385
    State Road 436	Casselberry	Seminole	FL	32707	Office	16,694	$450,000	$450,000	 
	BANA	9.27	Baxalta
    (Mounds View)	2325
    County Road 10	Mounds
    View	Ramsey	MN	55112	Office	16,694	$425,048	$425,048	 
	BANA	9.28	Baxalta
    (Grand Rapids)	4020
    Sparks Drive SE	Grand
    Rapids	Kent	MI	42595	Office	16,694	$424,187	$424,187	 
	BANA	9.29	Gerdau	4265
    West Tompkins Avenue	Las
    Vegas	Clark	NV	89103	Industrial	46,976	$424,187	$424,187	 
	BANA	9.30	Baxalta
    (Wausau)	3201
    Rib Mountain Drive	Wausau	Marathon	WI	54401	Office	16,694	$413,002	$413,002	 
	BANA	9.31	Baxalta
    (Springfield)	1815
    McCurry Road	Springfield	Greene	MO	65807	Office	16,694	$400,956	$400,956	 
	BANA	9.32	LKQ
    (Salisbury)	1001
    Carrier Drive	Charlotte	Mecklenburg	NC	28216	Industrial	205,100	$400,956	$400,956	 
	BANA	9.33	Baxalta
    (Ankeny)	725
    SE Oralabor Road	Ankeny	Polk	IA	50021	Office	16,694	$378,585	$378,585	 
	BANA	9.34	H&E
    Equipment Services (San Antonio)	5327
    and 5423 Tex-Con Road	San
    Antonio	Bexar	TX	78220	Industrial	26,535	$332,122	$332,122	 
	BANA	9.35	H&E
    Equipment Services (New Orleans) 	4202
    Almonaster Avenue	New
    Orleans	Orleans
    Parish	LA	70126	Industrial	18,808	$312,333	$312,333	 
	BANA	9.36	GE
    Aviation (Pompano) 	2705
    Gateway Drive	Pompano
    Beach	Broward	FL	33069	Industrial	30,892	$292,543	$292,543	 
	BANA	9.37	Saint-Gobain	30
    Sibley Drive	Russellville	Franklin	AL	35654	Industrial	102,950	$263,289	$263,289	 
	BANA	9.38	H&E
    Equipment Services (Columbia)	1031
    Buckner Park Drive	Columbia	Richland	SC	29203	Industrial	19,380	$260,707	$260,707	 
	BANA	9.39	H&E
    Equipment Services (Yukon)	10700
    NW 4th Street	Yukon	Oklahoma
    City	OK	73099	Industrial	19,608	$257,266	$257,266	 
	BANA	9.40	LKQ
    Corporation (Toledo)	6180
    Hagman Road	Toledo	Lucas	OH	43612	Industrial	207,998	$256,405	$256,405	 
	BANA	9.41	H&E
    Equipment Services (Greer)	585
    Brookshire Road	Greer	Spartanburg	SC	29651	Industrial	19,608	$251,243	$251,243	 
	WFB	10	200
    Center Anaheim	200
    & 295 West Center Street Promenade	Anaheim	Orange	CA	92805	Office	191,556	$43,500,000	$43,500,000	120
	WFB	11	Stor-It
    Southern California Portfolio	 	 	 	 	 	 	357,999	$33,250,000	$33,250,000	120
	WFB	11.01	Stor-It
    Marina Del Rey	4064
    & 4068 Del Rey Avenue	Los
    Angeles	Los
    Angeles	CA	90292	Self
    Storage	87,410	$12,403,000	$12,403,000	 
	WFB	11.02	Stor-It
    Aliso Viejo	51
    Argonaut	Aliso
    Viejo	Orange	CA	92656	Self
    Storage	76,781	$6,866,000	$6,866,000	 
	WFB	11.03	Stor-It
    Mission Viejo	23552
    Madero	Mission
    Viejo	Orange	CA	92691	Self
    Storage	68,415	$5,160,000	$5,160,000	 
	WFB	11.04	Stor-It
    Downey	9641
    Imperial Highway	Downey	Los
    Angeles	CA	90242	Self
    Storage	66,962	$4,427,000	$4,427,000	 
	WFB	11.05	Stor-It
    San Juan Capistrano	32981
    Calle Aviador	San
    Juan Capistrano	Orange	CA	92675	Self
    Storage	58,431	$4,394,000	$4,394,000	 
	WFB	12	Richmond
    Marriott Short Pump	4240
    Dominion Boulevard	Glen
    Allen	Henrico	VA	23060	Hospitality	243	$25,400,000	$25,336,021	120
	WFB	13	Charlotte
    Southpark Marriott	2200
    Rexford Road	Charlotte	Mecklenburg	NC	28211	Hospitality	199	$25,000,000	$24,942,077	120
	BANA	14	36
    East 14th Street	36
    East 14th Street	New
    York	New
    York	NY	10003	Retail	5,066	$23,000,000	$23,000,000	120
	WFB	15	Capital
    Bank Plaza	333
    Fayetteville Street	Raleigh	Wake	NC	27601	Office	148,142	$23,000,000	$23,000,000	120
	MSMCH	16	The
    Center At Split Rock	698-708
    Bridgeport Avenue	Shelton	Fairfield	CT	06484	Retail	91,197	$22,500,000	$22,500,000	120
	WFB	17	Marriott
    Minneapolis Northwest	7025
    Northland Drive North	Brooklyn
    Park	Hennepin	MN	55428	Hospitality	230	$21,875,000	$21,800,803	120
	BANA	18	Crossgates
    Commons	161
    Washington Avenue Extension	Albany	Albany	NY	12205	Retail	437,286	$20,000,000	$19,976,914	60
	WFB	19	SouthBridge
    Office Park	2000-2100
    SouthBridge Parkway	Birmingham	Jefferson	AL	35209	Office	225,162	$19,000,000	$19,000,000	120
	WFB	20	Jacksonville
    Hilton Hotels	1201
    Kings Avenue	Jacksonville	Duval	FL	32207	Hospitality	221	$18,000,000	$17,943,307	60
	MSMCH	21	Williamsburg
    Plaza	2900
    Williamsburg Terrace	Platte
    City	Platte	MO	64079	Multifamily	252	$16,800,000	$16,800,000	120
	WFB	22	Park
    Oaks Shopping Center	16522,
    16602-16620 and 16622-16668 San Pedro Avenue	San
    Antonio	Bexar	TX	78232	Retail	184,238	$16,600,000	$16,580,743	120
	WFB	23	StorPlace
    Self Storage Portfolio	 	 	 	 	 	 	309,063	$16,350,000	$16,329,808	120
	WFB	23.01	StorPlace
    of Old Hickory Blvd	14977
    Old Hickory Boulevard	Nashville	Davidson	TN	37211	Self
    Storage	80,221	$4,850,000	$4,844,010	 
	WFB	23.02	StorPlace
    of Rutherford Blvd	2615
    South Rutherford Boulevard	Murfreesboro	Rutherford	TN	37130	Self
    Storage	72,599	$4,440,000	$4,434,517	 
	WFB	23.03	StorPlace
    of Lascassas	2079
    Lascassas Pike	Murfreesboro	Rutherford	TN	37130	Self
    Storage	67,763	$3,800,000	$3,795,307	 
	WFB	23.04	StorPlace
    of Veterans Parkway	1720
    Veterans Parkway	Murfreesboro	Rutherford	TN	37128	Self
    Storage	88,480	$3,260,000	$3,255,974	 
	WFB	24	Abington
    House - Retail	500
    West 30th Street	New
    York	New
    York	NY	10001	Retail	25,077	$16,000,000	$16,000,000	120
	BANA	25	Windhaven
    Park	6101
    Windhaven Parkway	Plano	Collin
    County	TX	75093	Retail	86,766	$15,400,000	$15,400,000	120
	WFB	26	Lawndale
    Plaza	4320
    Marine Avenue; 4320 Marine Avenue Rear; 4329, 4333, 4337 West 153rd Street; 15202,15120,15128 Hawthorne Boulevard	Lawndale	Los
    Angeles	CA	90260	Retail	84,141	$15,085,000	$15,085,000	120
	BANA	27	SoCal
    Self Storage - Los Angeles, CA	2240
    Sawtelle Boulevard	Los
    Angeles	Los
    Angeles	CA	90064	Self
    Storage	50,064	$15,000,000	$15,000,000	120
	WFB	28	Comfort
    Inn Hotel Circle	2485
    Hotel Circle Place	San
    Diego	San
    Diego	CA	92108	Hospitality	199	$14,500,000	$14,500,000	60
	NCB	29	Armory
    Owners, Inc.	529
    West 42nd Street	New
    York	New
    York	NY	10036	Multifamily	156	$14,000,000	$13,945,417	120
	WFB	30	Brenden
    Theatres	531
    Davis Street	Vacaville	Solano	CA	95688	Retail	66,650	$13,325,000	$13,303,344	120
	MSMCH	31	Manchester
    Plaza	14244
    -14260 Manchester Road	Manchester	St.
    Louis	MO	63011	Retail	130,934	$12,500,000	$12,500,000	120
	BANA	32	Temescal
    Village Plaza	1181-1199
    Magnolia Avenue	Corona	Riverside	CA	92879	Retail	117,670	$11,000,000	$11,000,000	84
	MSMCH	33	Safe
    Storage Van Nuys	14601
    Sherman Way	Van
    Nuys	Los
    Angeles	CA	91405	Self
    Storage	55,581	$10,500,000	$10,500,000	120
	WFB	34	University
    Town Center-CA	1101
    Pacific Avenue	Santa
    Cruz	Santa
    Cruz	CA	95060	Mixed
    Use	80,773	$10,250,000	$10,188,028	120
	WFB	35	Lake
    Park Pointe Shopping Center	1300-1358
    East 47th Street	Chicago	Cook	IL	60653	Retail	78,088	$10,100,000	$10,075,619	120
	WFB	36	Stor-It
    Costa Mesa & Long Beach	 	 	 	 	 	 	146,571	$9,750,000	$9,750,000	120
	WFB	36.01	Stor-It
    Costa Mesa	961
    West 17th Street	Costa
    Mesa	Orange	CA	92627	Self
    Storage	70,901	$5,200,000	$5,200,000	 
	WFB	36.02	Stor-It
    Long Beach	2601
    East South Street	Long
    Beach	Los
    Angeles	CA	90805	Self
    Storage	75,670	$4,550,000	$4,550,000	 
	NCB	37	220-55
    46th Avenue Owners, Inc.	220-55
    46th Avenue	Bayside	Queens	NY	11361	Multifamily	312	$9,000,000	$8,993,124	120
	NCB	38	Bywater
    Mutual Homes, Inc.	1800-1917
    Copeland Street & 901-912 Royal Street	Annapolis	Anne
    Arundel	MD	21401	Multifamily	304	$8,466,545	$8,447,171	120
	BANA	39	Easley
    Town Center - Back Eastern Strip	211-249
    & 265 Rolling Hills Circle	Easley	Pickens	SC	29640	Retail	62,066	$7,100,000	$7,091,894	120
	BANA	40	Oceanside
    Self Storage	2121
    Oceanside Blvd	Oceanside	San
    Diego	CA	92054	Self
    Storage	418	$6,250,000	$6,250,000	120
	MSMCH	41	West
    Bench Plaza	8011-8093
    West 3500 South	Magna	Salt
    Lake	UT	84044	Retail	46,357	$6,150,000	$6,150,000	120
	BANA	42	Storage
    Choice - Westover Park	141
    Maple Leaf Drive	League
    City	Galveston	TX	77573	Self
    Storage	87,588	$6,020,000	$6,020,000	120
	BANA	43	A
    Storage Place - Grand Junction East	2980
    North Avenue & 501 Centennial Road	Grand
    Junction	Mesa	CO	81504	Self
    Storage	129,042	$6,000,000	$6,000,000	120
	WFB	44	Shasta
    Executive Plaza	1900
    Churn Creek Road	Redding	Shasta	CA	96002	Office	56,937	$5,675,000	$5,675,000	120
	NCB	45	Horizon
    Owners Corp.	42
    Pine Street	Yonkers	Westchester	NY	10701	Multifamily	110	$5,500,000	$5,500,000	120
	BANA	46	Extra
    Space Storage Irving	2300
    Imperial Drive	Irving	Dallas	TX	75062	Self
    Storage	57,228	$5,400,000	$5,400,000	120
	BANA	47	Storage
    Choice - League City	502
    FM W 646	League
    City	Galveston	TX	77539	Self
    Storage	81,425	$5,250,000	$5,250,000	120
	WFB	48	Sun
    Valley Self-Storage	10711
    Vinedale Street	Los
    Angeles	Los
    Angeles	CA	91352	Self
    Storage	53,431	$5,125,000	$5,125,000	120
	MSMCH	49	Henson
    Studio	1416
    North La Brea Avenue	Los
    Angeles	Los
    Angeles	CA	90028	Office	79,940	$5,100,000	$5,100,000	120
	BANA	50	A
    Storage Place - Grand Junction West	2384
    Patterson Road	Grand
    Junction	Mesa	CO	81505	Self
    Storage	71,735	$5,000,000	$5,000,000	120
	WFB	51	Westport
    Glendale Self-Storage	5801
    West San Miguel Avenue	Glendale	Maricopa	AZ	85301	Self
    Storage	81,638	$5,000,000	$5,000,000	120
	WFB	52	Pleasant
    Hill Station	2442
    Pleasant Hill Road	Duluth	Gwinnett	GA	30096	Retail	24,500	$5,000,000	$4,983,760	120
	WFB	53	Greensboro
    Industrial Portfolio 	214,
    218 East JJ Drive	Greensboro	Guilford	NC	27406	Industrial	63,791	$4,800,000	$4,800,000	120
	MSMCH	54	1111
    Studewood	1111
    Studewood Street	Houston	Harris	TX	77008	Retail	16,164	$4,750,000	$4,750,000	120
	BANA	55	Elgin
    Village & Cedar Breaks Centre	 	 	 	 	 	 	28,868	$4,600,000	$4,600,000	120
	BANA	55.01	Elgin
    Village	910
    Lee Dildy Boulevard	Elgin	Bastrop	TX	78621	Retail	19,628	$2,512,136	$2,512,136	 
	BANA	55.02	Cedar
    Breaks Centre	4506
    Williams Drive	Georgetown	Williamson	TX	78633	Retail	9,240	$2,087,864	$2,087,864	 
	WFB	56	El
    Dorado Hills	1132,
    1136 and 1144 Suncast Lane; 4810, 4814, 4818, 4822 and 4826 Golden Hills Parkway	El
    Dorado Hills	El
    Dorado	CA	95762	Industrial	86,069	$4,550,000	$4,550,000	120
	BANA	57	Creekside
    Estates MHC	5101
    Northeast 121st Avenue	Vancouver	Clark	WA	98682	Manufactured
    Housing	188	$4,500,000	$4,500,000	120
	NCB	58	La
    Costa Apartment Corp.	397-399
    North Broadway	Yonkers	Westchester	NY	10701	Multifamily	95	$4,300,000	$4,287,902	120
	WFB	59	North
    Ridge & Rossell North Shopping Center	6315,
    6323, 6405, 6407 & 6419 West North Avenue	Oak
    Park	Cook	IL	60302	Retail	36,170	$4,030,000	$4,020,566	120
	NCB	60	Park
    Court Owners, Inc.	755-765
    Bronx River Road	Bronxville	Westchester	NY	10708	Multifamily	125	$4,000,000	$3,988,963	120
	NCB	61	West
    Gate House, Inc.	860-870
    West 181st Street	New
    York	New
    York	NY	10033	Multifamily	121	$4,000,000	$3,988,570	120
	WFB	62	Pacific
    Fletcher Parkway	1100
    North Magnolia Avenue	EL
    Cajon	San
    Diego	CA	92020	Industrial	41,213	$3,500,000	$3,500,000	120
	NCB	63	2711
    Henry Hudson Corp. 	2711
    Henry Hudson Parkway	Bronx	Bronx	NY	10463	Multifamily	49	$3,500,000	$3,497,343	120
	NCB	64	Holliswood
    Owners Corp.	196-04
    Pompeii Avenue	Queens	Queens	NY	11423	Multifamily	262	$3,500,000	$3,490,286	120
	BANA	65	Gatekeeper
    Storage	3221
    East Memorial Road	Edmond	Oklahoma	OK	73013	Self
    Storage	65,055	$3,250,000	$3,250,000	120
	NCB	66	Belgravia
    Gardens Corp.	61-88
    Dry Harbor Road	Middle
    Village	Queens	NY	11379	Multifamily	71	$3,200,000	$3,186,702	120
	NCB	67	Executive
    Towers Apartment Owners Corp.	160
    Academy Street	Poughkeepsie	Dutchess	NY	12601	Multifamily	134	$3,100,000	$3,100,000	120
	NCB	68	84
    Drive Homes Inc.	140-17
    84th Drive	Briarwood	Queens	NY	11435	Multifamily	61	$3,000,000	$2,995,925	120
	WFB	69	Springdale
    Pointe	5
    East Kemper Road	Cincinnati	Hamilton	OH	45246	Retail	11,210	$2,630,000	$2,620,725	120
	BANA	70	149
    Spring Street	149
    Spring Street	New
    York	New
    York	NY	10012	Mixed
    Use	17,600	$2,500,000	$2,500,000	120
	NCB	71	775
    Loft Corp.	775
    Sixth Avenue	New
    York	New
    York	NY	10001	Multifamily	6	$2,500,000	$2,495,961	120
	NCB	72	52
    Riverside Drive Owners Corp.	52
    Riverside Drive	New
    York	New
    York	NY	10024	Multifamily	42	$2,500,000	$2,494,446	120
	NCB	73	Hartsdale
    Highlands Tenants Corp.	125
    North Washington Avenue	Hartsdale	Westchester	NY	10530	Multifamily	70	$2,500,000	$2,493,129	120
	NCB	74	101
    Ellwood Tenants Corp.	101
    Ellwood Avenue	Mount
    Vernon	Westchester	NY	10552	Multifamily	72	$2,400,000	$2,396,726	120
	WFB	75	Budget
    Self Storage of Mesa	240
    East Southern Avenue	Mesa	Maricopa	AZ	85210	Self
    Storage	66,275	$2,000,000	$1,993,960	60
	NCB	76	17
    West Apartments Corp.	17
    West 71st Street	New
    York	New
    York	NY	10023	Multifamily	36	$1,600,000	$1,600,000	120
	NCB	77	4265
    Webster Avenue Owners, Inc.	4265
    Webster Avenue	Bronx	Bronx	NY	10470	Multifamily	52	$1,400,000	$1,396,114	120
	NCB	78	20
    Bond Owners Corp.	20
    Bond Street	New
    York	New
    York	NY	10012	Multifamily	7	$1,350,000	$1,347,856	120
	NCB	79	415
    West 57th Street Tenants Corporation	415
    West 57th Street	New
    York	New
    York	NY	10019	Multifamily	25	$1,350,000	$1,346,246	120
	NCB	80	The
    Bakery, Inc.	521
    West 47th Street	New
    York	New
    York	NY	10036	Multifamily	16	$1,300,000	$1,299,004	120
	NCB	81	Murray
    Hill Owners Corp.	264
    Lexington Avenue	New
    York	New
    York	NY	10016	Multifamily	31	$1,275,000	$1,273,264	120
	NCB	82	Alta
    Ave. Apartments Corp.	47
    Alta Avenue	Yonkers	Westchester	NY	10705	Multifamily	46	$1,225,000	$1,224,070	120
	NCB	83	McCorkle
    Cooperative Apartments, Inc.	245-247
    Parkview Avenue	Bronxville
    	Westchester	NY	10708	Multifamily	128	$1,215,000	$1,213,307	120
	NCB	84	310
    West 18th Street Owners Corp.	310
    West 18th Street	New
    York	New
    York	NY	10011	Multifamily	15	$1,200,000	$1,196,637	120
	NCB	85	Gramercy
    Equities Corp.	35
    East 20th Street	New
    York	New
    York	NY	10003	Multifamily	10	$1,000,000	$1,000,000	120
	NCB	86	Barclay
    Townhouses at Merrick II Owners Corp.	1425
    Jerusalem Avenue	Merrick	Nassau	NY	11566	Multifamily	37	$1,000,000	$998,667	120
	NCB	87	782
    West End Avenue Owners Corp.	782-786
    West End Avenue, a/k/a 261-267 West 98th Street	New
    York	New
    York	NY	10025	Multifamily	44	$800,000	$798,968	120


 




    	 



     


    

 


BANK
2017-BNK5


Mortgage
Loan Schedule 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Original
    Term

    to Maturity or ARD (mos.) 	Maturity
    Date or ARD	Final
    Maturity Date (ARD Loans)	Revised
    Rate	Original
    

    Amortization 

    Term (mos.) 	Remaining
    Amort. Term (mos.) 	First
    Debt Service	Mortgage

    Rate 	Master
    Servicing

    Fee Rate	Primary
    Servicing

    Fee Rate	Administrative

    Cost Rate	Net
    Mortgage Rate	Interest
    Accrual Method
	BANA/WFB	1	Del
    Amo Fashion Center	120	6/1/2027	N/A	N/A	0	0	278,122.40	3.657500%	0.002500%	0.000000%	0.010180%	3.647320%	Actual/360
	BANA	2	Starwood
    Capital Group Hotel Portfolio	120	6/1/2027	N/A	N/A	0	0	274,793.46	4.486000%	0.002500%	0.000000%	0.011430%	4.474570%	Actual/360
	BANA	2.01	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.02	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.03	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.04	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.05	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.06	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.07	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.08	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.09	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.10	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.11	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.12	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.13	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.14	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.15	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.16	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.17	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.18	Hilton
    Garden Inn St. Paul Oakdale	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.19	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.20	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.21	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.22	Courtyard
    Chico	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.23	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.24	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.25	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.26	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.27	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.28	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.29	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.30	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.31	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.32	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.33	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.34	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.35	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.36	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.37	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.38	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.39	Cheyenne
    Fairfield Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.40	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.41	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.42	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.43	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.44	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.45	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.46	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.47	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.48	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.49	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.50	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.51	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.52	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.53	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.54	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.55	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.56	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.57	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.58	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.59	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.60	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.61	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.62	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.63	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.64	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.65	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	3	Westchester
    One	121	7/1/2027	N/A	N/A	360	360	232,459.38	4.076000%	0.002500%	0.002500%	0.014790%	4.061210%	Actual/360
	MSMCH/WFB	4	Market
    Street - The Woodlands	120	6/1/2027	N/A	N/A	0	0	224,344.04	4.085000%	0.002500%	0.002500%	0.014840%	4.070160%	Actual/360
	MSMCH	5	Olympic
    Tower	119	5/6/2027	N/A	N/A	0	0	187,080.29	3.953947%	0.002500%	0.000000%	0.010180%	3.943767%	Actual/360
	WFB	6	Sprouts
    Farmers Market	119	5/11/2027	5/11/2029	6.970000%	360	360	187,839.81	3.970000%	0.002500%	0.002500%	0.013300%	3.956700%	Actual/360
	BANA	7	270
    Corporate Center 	60	6/1/2022	N/A	N/A	360	360	218,106.51	4.917000%	0.002500%	0.002500%	0.013300%	4.903700%	Actual/360
	BANA	8	iStar
    Leased Fee Portfolio	118	4/6/2027	4/6/2028	Greater
    of: (i) Interest Rate+3%; (ii) ARD Treasury Swap Rate+3%; or (iii) ARD Treasury Note Rate+3%	0	0	145,571.63	3.795000%	0.002500%	0.000000%	0.011430%	3.783570%	Actual/360
	BANA	8.01	Hilton
    Salt Lake	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.02	Doubletree
    Seattle Airport	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.03	Doubletree
    Mission Valley	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.04	One
    Ally Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.05	Doubletree
    Sonoma	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.06	Doubletree
    Durango	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.07	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.08	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.09	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.10	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.11	The
    Buckler Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.12	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9	Gateway
    Net Lease Portfolio	84	6/5/2024	N/A	N/A	0	0	135,461.77	3.562830%	0.002500%	0.000000%	0.011430%	3.551400%	Actual/360
	BANA	9.01	BAE
    Systems	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.02	FedEx
    (Stratford)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.03	FedEx
    (Baltimore)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.04	Harman	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.05	GE
    Aviation (Lafayette)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.06	GoDaddy	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.07	Carrier	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.08	Emerus	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.09	Cardinal
    Health	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.10	TE
    Connectivity	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.11	FCA
    LLC	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.12	FedEx
    (Staunton) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.13	QuadPackaging
    (Proteus)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.14	QuadPackaging
    (Transpak)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.15	T-Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.16	Sikorsky
    Aircraft	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.17	Vatterott
    College	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.18	Comcast	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.19	Alfa
    Laval	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.20	LKQ
    Corporation (New Braunfels)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.21	Hitachi	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.22	Cameron	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.23	Alliance
    Data	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.24	Synchrony
    Financial	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.25	Baxalta
    (Barry Pointe)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.26	Baxalta
    (Casselberry)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.27	Baxalta
    (Mounds View)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.28	Baxalta
    (Grand Rapids)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.29	Gerdau	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.30	Baxalta
    (Wausau)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.31	Baxalta
    (Springfield)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.32	LKQ
    (Salisbury)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.33	Baxalta
    (Ankeny)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.34	H&E
    Equipment Services (San Antonio)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.35	H&E
    Equipment Services (New Orleans) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.36	GE
    Aviation (Pompano) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.37	Saint-Gobain	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.38	H&E
    Equipment Services (Columbia)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.39	H&E
    Equipment Services (Yukon)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.40	LKQ
    Corporation (Toledo)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.41	H&E
    Equipment Services (Greer)	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	10	200
    Center Anaheim	120	6/11/2027	N/A	N/A	360	360	154,180.82	4.195000%	0.002500%	0.002500%	0.013300%	4.181700%	Actual/360
	WFB	11	Stor-It
    Southern California Portfolio	119	5/1/2027	N/A	N/A	0	0	115,182.00	4.100000%	0.002500%	0.002500%	0.013300%	4.086700%	Actual/360
	WFB	11.01	Stor-It
    Marina Del Rey	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.02	Stor-It
    Aliso Viejo	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.03	Stor-It
    Mission Viejo	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.04	Stor-It
    Downey	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.05	Stor-It
    San Juan Capistrano	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	12	Richmond
    Marriott Short Pump	118	4/11/2027	N/A	N/A	360	358	128,547.19	4.490000%	0.002500%	0.002500%	0.013300%	4.476700%	Actual/360
	WFB	13	Charlotte
    Southpark Marriott	118	4/11/2027	N/A	N/A	360	358	132,681.68	4.900000%	0.002500%	0.020000%	0.030800%	4.869200%	Actual/360
	BANA	14	36
    East 14th Street	119	5/1/2027	N/A	N/A	0	0	85,893.29	4.420000%	0.002500%	0.002500%	0.013300%	4.406700%	Actual/360
	WFB	15	Capital
    Bank Plaza	119	5/11/2027	N/A	N/A	360	360	90,945.83	4.680000%	0.002500%	0.030000%	0.040800%	4.639200%	Actual/360
	MSMCH	16	The
    Center At Split Rock	120	6/1/2027	N/A	N/A	360	360	108,980.84	4.120000%	0.002500%	0.002500%	0.013300%	4.106700%	Actual/360
	WFB	17	Marriott
    Minneapolis Northwest	117	3/11/2027	N/A	N/A	360	357	116,495.68	4.930000%	0.002500%	0.002500%	0.013300%	4.916700%	Actual/360
	BANA	18	Crossgates
    Commons	59	5/1/2022	N/A	N/A	360	359	103,031.49	4.642000%	0.002500%	0.002500%	0.018310%	4.623690%	Actual/360
	WFB	19	SouthBridge
    Office Park	118	4/11/2027	N/A	N/A	360	360	70,473.73	4.390000%	0.002500%	0.002500%	0.013300%	4.376700%	Actual/360
	WFB	20	Jacksonville
    Hilton Hotels	57	3/11/2022	N/A	N/A	360	357	99,619.76	5.270000%	0.002500%	0.002500%	0.013300%	5.256700%	Actual/360
	MSMCH	21	Williamsburg
    Plaza	119	5/1/2027	N/A	N/A	360	360	66,713.89	4.700000%	0.002500%	0.002500%	0.013300%	4.686700%	Actual/360
	WFB	22	Park
    Oaks Shopping Center	119	5/11/2027	N/A	N/A	360	359	85,297.49	4.620000%	0.002500%	0.002500%	0.013300%	4.606700%	Actual/360
	WFB	23	StorPlace
    Self Storage Portfolio	119	5/11/2027	N/A	N/A	360	359	81,295.96	4.340000%	0.002500%	0.002500%	0.013300%	4.326700%	Actual/360
	WFB	23.01	StorPlace
    of Old Hickory Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.02	StorPlace
    of Rutherford Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.03	StorPlace
    of Lascassas	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.04	StorPlace
    of Veterans Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	24	Abington
    House - Retail	118	4/11/2027	N/A	N/A	0	0	53,938.89	3.990000%	0.002500%	0.002500%	0.013300%	3.976700%	Actual/360
	BANA	25	Windhaven
    Park	119	5/1/2027	N/A	N/A	360	360	57,576.22	4.425000%	0.002500%	0.002500%	0.013300%	4.411700%	Actual/360
	WFB	26	Lawndale
    Plaza	117	3/11/2027	N/A	N/A	0	0	57,864.24	4.540000%	0.002500%	0.002500%	0.013300%	4.526700%	Actual/360
	BANA	27	SoCal
    Self Storage - Los Angeles, CA	119	5/1/2027	N/A	N/A	0	0	52,785.59	4.165000%	0.002500%	0.002500%	0.013300%	4.151700%	Actual/360
	WFB	28	Comfort
    Inn Hotel Circle	60	6/11/2022	N/A	N/A	300	300	83,587.04	4.860000%	0.002500%	0.002500%	0.013300%	4.846700%	Actual/360
	NCB	29	Armory
    Owners, Inc.	118	4/1/2027	N/A	N/A	300	298	72,436.36	3.810000%	0.080000%	0.000000%	0.088300%	3.721700%	Actual/360
	WFB	30	Brenden
    Theatres	119	5/11/2027	N/A	N/A	300	299	75,585.43	4.700000%	0.002500%	0.002500%	0.013300%	4.686700%	Actual/360
	MSMCH	31	Manchester
    Plaza	120	6/1/2027	N/A	N/A	0	0	45,625.00	4.320000%	0.002500%	0.002500%	0.013300%	4.306700%	Actual/360
	BANA	32	Temescal
    Village Plaza	83	5/1/2024	N/A	N/A	360	360	44,099.94	4.745000%	0.002500%	0.002500%	0.013300%	4.731700%	Actual/360
	MSMCH	33	Safe
    Storage Van Nuys	120	6/1/2027	N/A	N/A	360	360	53,139.59	4.490000%	0.002500%	0.002500%	0.013300%	4.476700%	Actual/360
	WFB	34	University
    Town Center-CA	115	1/11/2027	N/A	N/A	360	355	54,337.20	4.890000%	0.002500%	0.032500%	0.043300%	4.846700%	Actual/360
	WFB	35	Lake
    Park Pointe Shopping Center	118	4/11/2027	N/A	N/A	360	358	52,382.42	4.700000%	0.002500%	0.030000%	0.040800%	4.659200%	Actual/360
	WFB	36	Stor-It
    Costa Mesa & Long Beach	119	5/1/2027	N/A	N/A	0	0	33,775.17	4.100000%	0.002500%	0.002500%	0.013300%	4.086700%	Actual/360
	WFB	36.01	Stor-It
    Costa Mesa	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	36.02	Stor-It
    Long Beach	 	 	 	 	 	 	 	 	 	 	 	 	 
	NCB	37	220-55
    46th Avenue Owners, Inc.	119	5/1/2027	N/A	N/A	480	479	36,945.57	3.880000%	0.080000%	0.000000%	0.088300%	3.791700%	Actual/360
	NCB	38	Bywater
    Mutual Homes, Inc.	118	4/1/2027	N/A	N/A	360	358	45,243.49	4.960000%	0.080000%	0.000000%	0.088300%	4.871700%	Actual/360
	BANA	39	Easley
    Town Center - Back Eastern Strip	119	5/1/2027	N/A	N/A	360	359	36,780.62	4.690000%	0.002500%	0.002500%	0.013300%	4.676700%	Actual/360
	BANA	40	Oceanside
    Self Storage	119	5/1/2027	N/A	N/A	360	360	25,178.24	4.768000%	0.002500%	0.002500%	0.013300%	4.754700%	Actual/360
	MSMCH	41	West
    Bench Plaza	120	6/1/2027	N/A	N/A	360	360	25,045.59	4.820000%	0.002500%	0.002500%	0.013300%	4.806700%	Actual/360
	BANA	42	Storage
    Choice - Westover Park	120	6/1/2027	N/A	N/A	360	360	31,001.66	4.639000%	0.002500%	0.002500%	0.013300%	4.625700%	Actual/360
	BANA	43	A
    Storage Place - Grand Junction East	119	5/1/2027	N/A	N/A	0	0	20,607.29	4.065000%	0.002500%	0.002500%	0.013300%	4.051700%	Actual/360
	WFB	44	Shasta
    Executive Plaza	118	4/11/2027	N/A	N/A	360	360	21,337.08	4.450000%	0.002500%	0.002500%	0.013300%	4.436700%	Actual/360
	NCB	45	Horizon
    Owners Corp.	120	6/1/2027	N/A	N/A	360	360	25,596.35	3.790000%	0.080000%	0.000000%	0.088300%	3.701700%	Actual/360
	BANA	46	Extra
    Space Storage Irving	120	6/1/2027	N/A	N/A	360	360	21,868.06	4.793000%	0.002500%	0.002500%	0.013300%	4.779700%	Actual/360
	BANA	47	Storage
    Choice - League City	120	6/1/2027	N/A	N/A	360	360	27,036.33	4.639000%	0.002500%	0.002500%	0.013300%	4.625700%	Actual/360
	WFB	48	Sun
    Valley Self-Storage	117	3/11/2027	N/A	N/A	360	360	21,434.24	4.950000%	0.002500%	0.002500%	0.013300%	4.936700%	Actual/360
	MSMCH	49	Henson
    Studio	120	6/1/2027	N/A	N/A	120	120	53,497.11	4.760000%	0.002500%	0.002500%	0.013300%	4.746700%	Actual/360
	BANA	50	A
    Storage Place - Grand Junction West	119	5/1/2027	N/A	N/A	0	0	17,172.74	4.065000%	0.002500%	0.002500%	0.013300%	4.051700%	Actual/360
	WFB	51	Westport
    Glendale Self-Storage	116	2/11/2027	N/A	N/A	360	360	20,700.23	4.900000%	0.002500%	0.002500%	0.013300%	4.886700%	Actual/360
	WFB	52	Pleasant
    Hill Station	117	3/11/2027	N/A	N/A	360	357	27,239.73	5.130000%	0.002500%	0.002500%	0.013300%	5.116700%	Actual/360
	WFB	53	Greensboro
    Industrial Portfolio 	120	6/11/2027	N/A	N/A	360	360	23,753.83	4.300000%	0.002500%	0.002500%	0.013300%	4.286700%	Actual/360
	MSMCH	54	1111
    Studewood	120	6/1/2027	N/A	N/A	360	360	25,936.25	5.150000%	0.002500%	0.080000%	0.090800%	5.059200%	Actual/360
	BANA	55	Elgin
    Village & Cedar Breaks Centre	119	5/1/2027	N/A	N/A	360	360	16,906.60	4.350000%	0.002500%	0.002500%	0.013300%	4.336700%	Actual/360
	BANA	55.01	Elgin
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	55.02	Cedar
    Breaks Centre	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	56	El
    Dorado Hills	117	3/11/2027	N/A	N/A	360	360	19,067.87	4.960000%	0.002500%	0.002500%	0.013300%	4.946700%	Actual/360
	BANA	57	Creekside
    Estates MHC	119	5/1/2027	N/A	N/A	0	0	15,778.65	4.150000%	0.002500%	0.002500%	0.013300%	4.136700%	Actual/360
	NCB	58	La
    Costa Apartment Corp.	118	4/1/2027	N/A	N/A	360	358	20,355.71	3.930000%	0.080000%	0.000000%	0.088300%	3.841700%	Actual/360
	WFB	59	North
    Ridge & Rossell North Shopping Center	118	4/11/2027	N/A	N/A	360	358	21,265.98	4.850000%	0.002500%	0.002500%	0.013300%	4.836700%	Actual/360
	NCB	60	Park
    Court Owners, Inc.	118	4/1/2027	N/A	N/A	360	358	19,165.86	4.030000%	0.080000%	0.000000%	0.088300%	3.941700%	Actual/360
	NCB	61	West
    Gate House, Inc.	118	4/1/2027	N/A	N/A	360	358	18,752.33	3.850000%	0.080000%	0.000000%	0.088300%	3.761700%	Actual/360
	WFB	62	Pacific
    Fletcher Parkway	118	4/11/2027	N/A	N/A	360	360	14,076.16	4.760000%	0.002500%	0.080000%	0.090800%	4.669200%	Actual/360
	NCB	63	2711
    Henry Hudson Corp. 	119	5/1/2027	N/A	N/A	480	479	14,410.92	3.900000%	0.080000%	0.000000%	0.088300%	3.811700%	Actual/360
	NCB	64	Holliswood
    Owners Corp.	118	4/1/2027	N/A	N/A	360	358	16,709.54	4.000000%	0.080000%	0.000000%	0.088300%	3.911700%	Actual/360
	BANA	65	Gatekeeper
    Storage	120	6/1/2027	N/A	N/A	360	360	12,823.58	4.670000%	0.002500%	0.092000%	0.102800%	4.567200%	Actual/360
	NCB	66	Belgravia
    Gardens Corp.	117	3/1/2027	N/A	N/A	360	357	15,185.19	3.950000%	0.080000%	0.000000%	0.088300%	3.861700%	Actual/360
	NCB	67	Executive
    Towers Apartment Owners Corp.	120	6/1/2027	N/A	N/A	480	480	12,649.33	3.840000%	0.080000%	0.000000%	0.088300%	3.751700%	Actual/360
	NCB	68	84
    Drive Homes Inc.	119	5/1/2027	N/A	N/A	360	359	14,150.05	3.900000%	0.080000%	0.000000%	0.088300%	3.811700%	Actual/360
	WFB	69	Springdale
    Pointe	118	4/11/2027	N/A	N/A	300	298	14,543.85	4.450000%	0.002500%	0.002500%	0.013300%	4.436700%	Actual/360
	BANA	70	149
    Spring Street	119	5/1/2027	N/A	N/A	0	0	8,901.10	4.214000%	0.002500%	0.002500%	0.013300%	4.200700%	Actual/360
	NCB	71	775
    Loft Corp.	118	4/1/2027	N/A	N/A	480	478	10,339.89	3.930000%	0.080000%	0.000000%	0.088300%	3.841700%	Actual/360
	NCB	72	52
    Riverside Drive Owners Corp.	117	3/1/2027	N/A	N/A	480	477	10,682.89	4.150000%	0.080000%	0.000000%	0.088300%	4.061700%	Actual/360
	NCB	73	Hartsdale
    Highlands Tenants Corp.	118	4/1/2027	N/A	N/A	360	358	12,007.56	4.050000%	0.080000%	0.000000%	0.088300%	3.961700%	Actual/360
	NCB	74	101
    Ellwood Tenants Corp.	119	5/1/2027	N/A	N/A	360	359	11,292.56	3.880000%	0.080000%	0.000000%	0.088300%	3.791700%	Actual/360
	WFB	75	Budget
    Self Storage of Mesa	58	4/11/2022	N/A	N/A	300	298	12,162.60	5.400000%	0.002500%	0.002500%	0.013300%	5.386700%	Actual/360
	NCB	76	17
    West Apartments Corp.	119	5/1/2027	N/A	N/A	0	0	5,353.33	3.960000%	0.080000%	0.000000%	0.088300%	3.871700%	Actual/360
	NCB	77	4265
    Webster Avenue Owners, Inc.	118	4/1/2027	N/A	N/A	360	358	6,683.81	4.000000%	0.080000%	0.000000%	0.088300%	3.911700%	Actual/360
	NCB	78	20
    Bond Owners Corp.	118	4/1/2027	N/A	N/A	480	478	5,633.78	3.990000%	0.080000%	0.000000%	0.088300%	3.901700%	Actual/360
	NCB	79	415
    West 57th Street Tenants Corporation	118	4/1/2027	N/A	N/A	360	358	6,437.33	3.990000%	0.080000%	0.000000%	0.088300%	3.901700%	Actual/360
	NCB	80	The
    Bakery, Inc.	119	5/1/2027	N/A	N/A	480	479	5,328.57	3.870000%	0.080000%	0.000000%	0.088300%	3.781700%	Actual/360
	NCB	81	Murray
    Hill Owners Corp.	119	5/1/2027	N/A	N/A	360	359	6,006.47	3.890000%	0.080000%	0.000000%	0.088300%	3.801700%	Actual/360
	NCB	82	Alta
    Ave. Apartments Corp.	119	5/1/2027	N/A	N/A	480	479	5,043.82	3.900000%	0.080000%	0.000000%	0.088300%	3.811700%	Actual/360
	NCB	83	McCorkle
    Cooperative Apartments, Inc.	119	5/1/2027	N/A	N/A	360	359	5,647.56	3.780000%	0.080000%	0.000000%	0.088300%	3.691700%	Actual/360
	NCB	84	310
    West 18th Street Owners Corp.	118	4/1/2027	N/A	N/A	360	358	5,694.45	3.950000%	0.080000%	0.000000%	0.088300%	3.861700%	Actual/360
	NCB	85	Gramercy
    Equities Corp.	120	6/1/2027	N/A	N/A	360	360	4,722.41	3.910000%	0.080000%	0.000000%	0.088300%	3.821700%	Actual/360
	NCB	86	Barclay
    Townhouses at Merrick II Owners Corp.	119	5/1/2027	N/A	N/A	360	359	4,768.39	3.990000%	0.080000%	0.000000%	0.088300%	3.901700%	Actual/360
	NCB	87	782
    West End Avenue Owners Corp.	119	5/1/2027	N/A	N/A	360	359	3,884.17	4.140000%	0.080000%	0.000000%	0.088300%	4.051700%	Actual/360


 




    	 



     


    

 


BANK
2017-BNK5


Mortgage
Loan Schedule


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Ownership
    Interest	Cross
    Collateralized / Cross Defaulted (Y/N)	Borrower	Sponsor	Letter
    of Credit	Letter
    of Credit Amount	Initial
    Tax Escrow Amount ($)	Ongoing
    Tax Escrow - Monthly ($)	Initial
    Insurance Escrow Amount ($)	Ongoing
    Insurance Escrow - Monthly ($)	Deferred
    Maintenance Escrow Amount ($)	Initial
    Cap Ex Escrow Amount ($)	Ongoing
    Cap Ex Escrow - Monthly ($)
	BANA/WFB	1	Del
    Amo Fashion Center	Fee	No	Del
    Amo Fashion Center Operating Company, L.L.C.; Del Amo Residual Operating Company, L.L.C.	Simon
    Property Group, L.P.; Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A.	No	N/A	$0	$0	$0	$0	$0	$0	$0
	BANA	2	Starwood
    Capital Group Hotel Portfolio	 	No	LL
    Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Campbell, L.P.; LL South San Francisco, L.P.;
    LL Roseville, L.P.; LL Bellevue, L.P.; LL Sunnyvale, L.P.; LL Sacramento, L.P.; LL Renton, L.P.; FH-Hotel Bloomington, L.P.;
    FH-Hotel Kokomo, L.P.; FH-Hotel Oakdale, L.P.; FH-Hotel Ann Arbor, L.P.; FH-Hotel South Bend, L.P.; FH-Hotel Peoria, L.P.;
    FH-Hotel Maumee, L.P.; FH-Hotel Warrenville, L.P.; FH-Hotel South Franklin, L.P.; FH-Hotel Normal, L.P.; FH-Grandville, L.P.;
    TXHP Buda 1, L.L.C.; TXHP Paris 2, L.L.C.; TXHP Humble, L.L.C.; TXHP Buda 2, L.L.C.; TXHP Decatur, L.L.C.; TXHP Sweetwater,
    L.L.C.; TXHP Waco 1, L.L.C.; TXHP Longview 1, L.L.C.; TXHP Altus, L.L.C.; TXHP Arlington, L.L.C.; TXHP Huntsville, L.L.C.;
    TXHP Tyler 1, L.L.C.; TXHP Texarkana 2, L.L.C.; TXHP Paris 1, L.L.C.; TXHP Terrell, L.L.C.; TXHP Texarkana 1, L.L.C.; TXHP
    Weatherford, L.L.C.; TXHP Tyler 2, L.L.C.; TXHP Wichita Falls, L.L.C.; TXHP Lufkin 1, L.L.C.; Hotel Fishers, L.P.; Hotel Louisville,
    L.P.; Hotel Stow, L.P.; Hotel Morehead City, L.P.; IM Chico 1, L.P.; VIII-HII-Valley School Road, L.L.C.; VIII-HII-Stetler
    Avenue, L.L.C.; VIII-HII-7 Hampton Court, L.L.C.; VIII-HII-Raritan Center PKWY, L.L.C.; VIII-HII-Laura BLVD., L.L.C.; VIII-HII-Baltimore
    Avenue, L.L.C.; VIII-HII-Richmond Road, L.L.C.; VIII-HII-Richmond Road 2, L.L.C.; Midwest Heritage Inn Of Racine, L.P.; Midwest
    Heritage Inn Of Shawnee, L.P.; Midwest Heritage Inn Of Cheyenne, L.P.; F.I. Management Of Mankato, L.P.; R.I. Heritage Inn
    Of Peoria AZ, L.P.; H.S. Heritage Inn Of Grand Rapids, L.P.; H.S. Heritage Inn Of Toledo, L.P.; Heritage Inn Number LII. Limited
    partnership; Heritage Inn Number XL. Limited Partnership; LL Folsom Opco, L.L.C.; LL Hillsboro Opco, L.L.C.; LL Milpitas Opco,
    L.L.C.; LL Pleasanton Opco, L.L.C.; LL Campbell Opco, L.L.C.; LL South San Francisco Opco, L.L.C.; LL Roseville Opco, L.L.C.;
    LL Bellevue Opco, L.L.C.; LL Sunnyvale Opco, L.L.C.; LL Sacramento Opco, L.L.C.; LL Renton Opco, L.L.C.; FH-Hotel Bloomington
    Opco, L.L.C.; FH-Hotel Kokomo Opco, L.L.C.; FH-Hotel Oakdale Opco, L.L.C.; FH-Hotel Ann Arbor Opco, L.L.C.; FH-Hotel South
    Bend Opco, L.L.C.; FH-Hotel Peoria Opco, L.L.C.; FH-Hotel Maumee Opco, L.L.C.; FH-Hotel Warrenville Opco, L.L.C.; FH-Hotel
    South Franklin Opco, L.L.C.; FH-Hotel Normal Opco, L.L.C.; FH-Hotel Grandville Opco, L.L.C.; TXHP Buda 1 OPCO, L.L.C.; TXHP
    Paris 2 Opco, L.L.C.; TXHP Humble Opco, L.L.C.; TXHP Buda 2 Opco, L.L.C.; TXHP Decatur Opco, L.L.C.; TXHP Sweetwater Opco,
    L.L.C.; TXHP Waco 1 Opco, L.L.C.; TXHP Longview 1 Opco, L.L.C.; TXHP Altus Opco, L.L.C.; TXHP Arlington Opco, L.L.C.; TXHP
    Huntsville Opco, L.L.C.; TXHP TYLER 1 Opco, L.L.C.; TXHP Texarkana 2 Opco, L.L.C.; TXHP Paris 1 Opco, L.L.C.; TXHP Terrell
    Opco, L.L.C.; TXHP Texarkana 1 Opco, L.L.C.; TXHP Weatherford Opco, L.L.C.; TXHP Tyler 2 Opco, L.L.C.; TXHP Wichita Falls
    Opco, L.L.C.; TXHP Lufkin 1 Opco, L.L.C.; Hotel Fishers Opco, L.L.C.; Hotel Louisville Opco, L.L.C.; Hotel Stow Opco, L.L.C.;
    Hotel Morehead City Opco, L.L.C.; IM Chico 1 Opco, L.L.C.; VIII-HII-Valley School Road Opco, L.L.C.; VIII-HII-Stetler Avenue
    Opco, L.L.C.; VIII-HII-7 Hampton Court Opco, L.L.C.; VIII-HII-Raritan Center PKWY Opco, L.L.C.; VIII-HII-Laura BLVD. Opco,
    L.L.C.; VIII-HII-Baltimore Avenue Opco, L.L.C.; VIII-HII-Richmond Road Opco, L.L.C.; VIII-HII-Richmond Road 2 Opco, L.L.C.;
    Midwest Heritage Inn OF Racine Opco, L.L.C.; Midwest Heritage Inn Of Shawnee Opco, L.L.C.; Midwest Heritage Inn Of Cheyenne
    Opco, L.L.C.; F.I. Management Of Mankato Opco, L.L.C.; R.I. Heritage Inn Of Peoria AZ Opco, L.L.C.; H.S. Heritage Inn Of Grand
    Rapids Opco, L.L.C.; H.S. Heritage Inn Of Toledo Opco, L.L.C.; Heritage Inn Number LII. Opco, L.L.C.; Heritage Inn Number
    XL. Opco, L.L.C.	Starwood
    Capital Group Global, L.P. or Starwood Capital Group Global II, L.P. or Starwood Capital Group Global I, L.L.C.	No	N/A	$0	$0	$0	$0	$0	$0	one-twelfth
    (1/12th) of the greater of (i) 4% of Gross Income from Operations for the calendar month two months prior to Payment Date
    and (ii) deposit amount required under the Franchise Agreement for FF&E
	BANA	2.01	Larkspur
    Landing Sunnyvale	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.02	Larkspur
    Landing Milpitas	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.03	Larkspur
    Landing Campbell	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.04	Larkspur
    Landing San Francisco	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.05	Larkspur
    Landing Pleasanton	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.06	Larkspur
    Landing Bellevue	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.07	Larkspur
    Landing Sacramento	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.08	Hampton
    Inn Ann Arbor North	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.09	Larkspur
    Landing Hillsboro	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.10	Larkspur
    Landing Renton	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.11	Holiday
    Inn Arlington Northeast Rangers Ballpark	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.12	Residence
    Inn Toledo Maumee	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.13	Residence
    Inn Williamsburg	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.14	Hampton
    Inn Suites Waco South	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.15	Holiday
    Inn Louisville Airport Fair Expo	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.16	Courtyard
    Tyler	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.17	Hilton
    Garden Inn Edison Raritan Center	Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.18	Hilton
    Garden Inn St. Paul Oakdale	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.19	Residence
    Inn Grand Rapids West	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.20	Peoria,
    AZ Residence Inn	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.21	Hampton
    Inn Suites Bloomington Normal	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.22	Courtyard
    Chico	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.23	Hampton
    Inn Suites Kokomo	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.24	Hampton
    Inn Suites South Bend	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.25	Courtyard
    Wichita Falls	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.26	Hampton
    Inn Morehead	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.27	Residence
    Inn Chico	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.28	Courtyard
    Lufkin	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.29	Hampton
    Inn Carlisle	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.30	Springhill
    Suites Williamsburg	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.31	Fairfield
    Inn Bloomington	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.32	Waco
    Residence Inn	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.33	Holiday
    Inn Express Fishers	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.34	Larkspur
    Landing Folsom	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.35	Springhill
    Suites Chicago Naperville Warrenville	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.36	Holiday
    Inn Express & Suites Paris	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.37	Toledo
    Homewood Suites	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.38	Grand
    Rapids Homewood Suites	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.39	Cheyenne
    Fairfield Inn & Suites	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.40	Fairfield
    Inn Laurel	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.41	Courtyard
    Akron Stow	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.42	Larkspur
    Landing Roseville	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.43	Towneplace
    Suites Bloomington	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.44	Hampton
    Inn Danville	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.45	Holiday
    Inn Norwich	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.46	Hampton
    Inn Suites Longview North	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.47	Springhill
    Suites Peoria Westlake	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.48	Hampton
    Inn Suites Buda	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.49	Shawnee
    Hampton Inn	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.50	Racine
    Fairfield Inn	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.51	Hampton
    Inn Selinsgrove Shamokin Dam	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.52	Holiday
    Inn Express & Suites Terrell	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.53	Westchase
    Homewood Suites	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.54	Holiday
    Inn Express & Suites Tyler South	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.55	Holiday
    Inn Express & Suites Huntsville	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.56	Hampton
    Inn Sweetwater	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.57	Comfort
    Suites Buda Austin South	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.58	Fairfield
    Inn & Suites Weatherford	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.59	Holiday
    Inn Express & Suites Altus	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.60	Comfort
    Inn & Suites Paris	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.61	Hampton
    Inn Suites Decatur	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.62	Holiday
    Inn Express & Suites Texarkana East	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.63	Mankato
    Fairfield Inn	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.64	Candlewood
    Suites Texarkana	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.65	Country
    Inn & Suites Houston Intercontinental Airport East	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	3	Westchester
    One	Fee	No	44
    South Broadway Owner LLC	Andrew
    Penson; Aryeh Ginzberg; Leibel Lederman	No	N/A	$2,094,346	$349,058	$43,221	$0	$0	$7,000,000	$0
	MSMCH/WFB	4	Market
    Street - The Woodlands	Fee	No	IMI
    MSW LLC	Institutional
    Mall Investors LLC	No	N/A	$0	$0	$0	$0	$0	$0	$0
	MSMCH	5	Olympic
    Tower	Leasehold	No	OT
    Real Estate Owner LLC	OMERS
    Administration Corporation; Crown Olympic Partners LLC	No	N/A	$0	$0	$298,431	$0	$0	$25,989,597	$0
	WFB	6	Sprouts
    Farmers Market	Fee	No	Sprouts
    @ Brokaw Center LLC	David
    B. Dollinger	No	N/A	$0	$58,272	$0	$0	$0	$0	$2,400
	BANA	7	270
    Corporate Center 	Fee	No	BP
    270, LLC; BP 270 II, LLC; 270 B, LLC; 270 B II, LLC; 270 M, LLC; 270 M II, LLC	Mark
    C. Matan; T. Richard Butera	No	N/A	$658,667	$65,867	$0	$0	$0	$0	$7,491
	BANA	8	iStar
    Leased Fee Portfolio	 	No	RLH
    Partnership II LP; 500 Woodward LLC; Hubble Drive Lanham LLC; iStar North Old Atlanta Road LLC; iStar Dallas GL LP; 401 W
    Michigan Street - Milwaukee LLC; 221 American Boulevard - Bloomington LLC	iStar
    Inc.	No	N/A	$0	$0	$0	$0	$0	$0	$0
	BANA	8.01	Hilton
    Salt Lake	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.02	Doubletree
    Seattle Airport	Fee/Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.03	Doubletree
    Mission Valley	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.04	One
    Ally Center	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.05	Doubletree
    Sonoma	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.06	Doubletree
    Durango	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.07	Northside
    Forsyth Hospital Medical Center	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.08	NASA/JPSS
    Headquarters	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.09	Dallas
    Market Center: Sheraton Suites	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.10	Dallas
    Market Center: Marriott Courtyard	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.11	The
    Buckler Apartments	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.12	Lock-Up
    Self Storage Facility	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9	Gateway
    Net Lease Portfolio	 	No	ETCL
    Richmond, LLC; ETCL Westerville ADS, LLC; ETCL Fort Wayne, LLC; ETCL Ankeny, LLC; ETCL Grand Rapids, LLC; ETCL Mounds View,
    LLC; ETCL Springfield, LLC; ETCL Wausau, LLC; ETCL Mansfield, LLC; KIRCO ETCL CH Distribution II, LLC; ETCL Carrier, LLC;
    ETCL Fort Myers, LLC; ETCL Fort Myers Parking, LLC; ETCL Woodlands, LLC; ETCL Seguin Dist, LLC; ETCL Staunton, LLC; ETCL Stratford,
    LLC; ETCL Pompano, LLC; ETCL Pure Lafayette, LLC; ETCL Vegas, LLC; ETCL Tempe, LLC; ETCL H&E Columbia, LLC; ETCL H&E
    Greer, LLC; ETCL H&E New Orleans, LLC; ETCL H&E Oklahoma City, LLC; ETCL H&E San Antonio, LLC; ETCL Novi HB, LLC;
    ETCL Dallas I, LLC; ETCL New Braunfels, LLC; ETCL Salisbury, LLC; ETCL Toledo, LLC; ETCL Franklin Pro-Packaging, LLC; ETCL
    Franklin Trans-Packaging, LLC; ETCL Russellville, LLC; ETCL Fort Worth Ski, LLC; ETCL Longwood, LLC; ETCL Birmingham, LLC;
    ETCL Shakopee, LLC; ETCL Northpark, LLC; ETCL Sparrows Point, LLC	ETCL
    Venture LP	No	N/A	$0	$0	$0	$0	$0	$0	$0
	BANA	9.01	BAE
    Systems	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.02	FedEx
    (Stratford)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.03	FedEx
    (Baltimore)	Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.04	Harman	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.05	GE
    Aviation (Lafayette)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.06	GoDaddy	Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.07	Carrier	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.08	Emerus	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.09	Cardinal
    Health	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.10	TE
    Connectivity	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.11	FCA
    LLC	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.12	FedEx
    (Staunton) 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.13	QuadPackaging
    (Proteus)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.14	QuadPackaging
    (Transpak)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.15	T-Mobile	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.16	Sikorsky
    Aircraft	Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.17	Vatterott
    College	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.18	Comcast	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.19	Alfa
    Laval	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.20	LKQ
    Corporation (New Braunfels)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.21	Hitachi	Leasehold	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.22	Cameron	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.23	Alliance
    Data	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.24	Synchrony
    Financial	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.25	Baxalta
    (Barry Pointe)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.26	Baxalta
    (Casselberry)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.27	Baxalta
    (Mounds View)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.28	Baxalta
    (Grand Rapids)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.29	Gerdau	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.30	Baxalta
    (Wausau)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.31	Baxalta
    (Springfield)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.32	LKQ
    (Salisbury)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.33	Baxalta
    (Ankeny)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.34	H&E
    Equipment Services (San Antonio)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.35	H&E
    Equipment Services (New Orleans) 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.36	GE
    Aviation (Pompano) 	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.37	Saint-Gobain	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.38	H&E
    Equipment Services (Columbia)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.39	H&E
    Equipment Services (Yukon)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.40	LKQ
    Corporation (Toledo)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.41	H&E
    Equipment Services (Greer)	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	10	200
    Center Anaheim	Fee	No	200
    Center Alton, LLC; 200 Center Barkley, LLC; 200 Center Oceanside, LLC; 200 Center Tevelde, LLC; 200 Center Workman, LLC	Jeffrey
    S. Mayer; David Tevelde; Anne Sconberg; Les Barkley; Scott Workman	No	N/A	$80,709	$26,903	$0	$0	$0	$0	$3,991
	WFB	11	Stor-It
    Southern California Portfolio	 	No	Stor-It
    Properties, LLC; Lyons Development Company, LLC	Craig
    N. Lyons	No	N/A	$0	$0	$0	$0	$0	$0	$0
	WFB	11.01	Stor-It
    Marina Del Rey	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.02	Stor-It
    Aliso Viejo	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.03	Stor-It
    Mission Viejo	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.04	Stor-It
    Downey	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.05	Stor-It
    San Juan Capistrano	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	12	Richmond
    Marriott Short Pump	Fee	No	FPLC
    Richmond Sub, LLC	J.
    Ryan Lingerfelt; Alan T. Lingerfelt; Four Plus Corporation	No	N/A	$96,103	$19,221	$0	$0	$0	$0	$36,914
	WFB	13	Charlotte
    Southpark Marriott	Fee	No	South
    Park Real Estate, LLC	Thomas
    Point Ventures, L.P.	No	N/A	$0	$0	$0	$0	$0	$0	$0
	BANA	14	36
    East 14th Street	Fee	No	36
    East 14th Owner LLC	The
    Feil Organization	No	N/A	$51,523	$10,305	$0	$0	$0	$0	$0
	WFB	15	Capital
    Bank Plaza	Fee	No	333
    Ventures, LLC	Bobby
    R. Lewis; Donald F. Carter	No	N/A	$48,745	$9,749	$11,233	$2,247	$0	$0	$2,469
	MSMCH	16	The
    Center At Split Rock	Fee	No	Huntington
    Woods, LLC	Christine
    Blakeman-Beard; James Blakeman	No	N/A	$154,087	$25,681	$24,086	$4,014	$0	$0	$1,140
	WFB	17	Marriott
    Minneapolis Northwest	Fee	No	Minneapolis
    Hotel Acquisition Group, LLC	Kiran
    Patel	No	N/A	$247,772	$41,296	$7,464	$7,466	$0	$0	$54,019
	BANA	18	Crossgates
    Commons	Fee	No	Washington
    Commons Newco LLC	The
    Pyramid Companies	No	N/A	$727,706	$145,541	$0	$0	$0	$0	$7,288
	WFB	19	SouthBridge
    Office Park	Fee	No	MYP
    Southbridge, LLC	Joseph
    Popack; Moshe Popack	No	N/A	$120,722	$30,180	$5,101	$5,102	$0	$3,753	$3,753
	WFB	20	Jacksonville
    Hilton Hotels	Leasehold	No	LCP
    1201 Kings Ave, LLC; MV Hotel Associates I, L.C.; MSS Hotel Associates I, L.C.; Gass Hotel Associates I, L.C.; RSS Hotel Associates
    I, L.C.	J.
    Ryan Lingerfelt; Alan T. Lingerfelt; Rebecca D. Duke; Harry Hobbs Goodwin, Sr.; Lingerfelt Commonwealth Income Fund, LLC	No	N/A	$108,443	$27,110	$0	$0	$0	$0	$28,478
	MSMCH	21	Williamsburg
    Plaza	Fee	No	Williamsburg
    Plaza Apartments, LLC	Stephen
    M Mullins Declaration of Trust DTD; Carol Mullins; Thomas C Smith; Bryan Smith	No	N/A	$95,595	$15,932	$0	$0	$0	$0	$5,250
	WFB	22	Park
    Oaks Shopping Center	Fee	No	CW
    Park Oaks, LLC; FW Park Oaks, LLC	Scott
    Dew	No	N/A	$223,465	$44,693	$0	$0	$0	$0	$3,833
	WFB	23	StorPlace
    Self Storage Portfolio	 	No	ASI
    Storage Properties, LLC	J.
    Edmond Freeman, Jr.	No	N/A	$0	$0	$0	$0	$0	$0	$0
	WFB	23.01	StorPlace
    of Old Hickory Blvd	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.02	StorPlace
    of Rutherford Blvd	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.03	StorPlace
    of Lascassas	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.04	StorPlace
    of Veterans Parkway	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	24	Abington
    House - Retail	Fee	No	500
    West 30th Com LLC	The
    Related Companies, L.P.	No	N/A	$5,762	$1,438	$0	$0	$0	$0	$418
	BANA	25	Windhaven
    Park	Fee	No	Windhaven
    Park Partners LP	Stacy
    O. Standridge	No	N/A	$170,827	$34,165	$4,766	$2,383	$0	$0	$749
	WFB	26	Lawndale
    Plaza	Fee	No	Lawndale
    Market Place, LLC	Bob
    Halavi; Farzad Sean Rahbar	No	N/A	$16,924	$16,924	$5,925	$2,963	$0	$0	$1,402
	BANA	27	SoCal
    Self Storage - Los Angeles, CA	Fee	No	SoCal
    Self Storage - Sawtelle, LLC	William
    V. Bromiley; Dennis L. Geiler	No	N/A	$23,388	$7,796	$0	$0	$0	$0	$0
	WFB	28	Comfort
    Inn Hotel Circle	Fee/Leasehold	No	Pinnacle
    Hotel Circle, LP	Bharat
    K. Lall	No	N/A	$105,720	$26,430	$0	$0	$0	$665,000	$25,261
	NCB	29	Armory
    Owners, Inc.	Fee	No	Armory
    Owners, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	WFB	30	Brenden
    Theatres	Fee	No	CRG
    Vacaville DE, LLC; Cunningham Vacaville DE, LLC	Mark
    Cunningham	No	N/A	$0	$0	$0	$0	$73,750	$0	$1,111
	MSMCH	31	Manchester
    Plaza	Fee	No	UE
    Manchester LLC	Urban
    Edge Properties	No	N/A	$0	$0	$0	$0	$2,500	$0	$1,957
	BANA	32	Temescal
    Village Plaza	Fee	No	Temescal
    Village Plaza LLC	Ning
    GS Zhang	No	N/A	$11,545	$11,545	$0	$1,343	$0	$140,000	$1,856
	MSMCH	33	Safe
    Storage Van Nuys	Fee	No	Safe
    Storage, LLC	Shane
    H. Broumand; Brenden Broumand; Cameron Broumand	No	N/A	$9,624	$4,812	$0	$0	$0	$0	$0
	WFB	34	University
    Town Center-CA	Fee	No	1101
    Pacific, LLC	Green
    Valley Corporation	No	N/A	$68,690	$13,738	$0	$0	$0	$0	$1,616
	WFB	35	Lake
    Park Pointe Shopping Center	Fee	No	Lake
    Park L.L.C.	Ari
    Golson	No	N/A	$114,817	$42,300	$37,469	$3,747	$0	$0	$2,669
	WFB	36	Stor-It
    Costa Mesa & Long Beach	 	No	Stor-It
    Costa Mesa, LLC; Stor-It Long Beach, LLC	Craig
    N. Lyons	No	N/A	$0	$0	$0	$0	$0	$0	$0
	WFB	36.01	Stor-It
    Costa Mesa	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	36.02	Stor-It
    Long Beach	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	NCB	37	220-55
    46th Avenue Owners, Inc.	Fee	No	220-55
    46th Avenue Owners, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	38	Bywater
    Mutual Homes, Inc.	Fee	No	Bywater
    Mutual Homes, Inc.	N/A	No	N/A	$105,590	$13,154	$17,341	$8,671	$0	$1,044,000	$0
	BANA	39	Easley
    Town Center - Back Eastern Strip	Fee	No	Easley
    Lot 11A Associates, L.L.C.	Cedarwood
    Development	No	N/A	$28,136	$4,689	$0	$0	$0	$0	$828
	BANA	40	Oceanside
    Self Storage	Fee	No	Oceanside
    Self Storage,LLC	Trico
    Development Inc.	No	N/A	$11,765	$2,941	$4,665	$2,333	$0	$0	$500
	MSMCH	41	West
    Bench Plaza	Fee	No	Magna
    Khoury, LLC; Magna Henry, LLC	Jean
    Pierre Khoury; Dana Senit Henry	No	N/A	$77,700	$9,712	$4,309	$1,436	$26,112	$0	$773
	BANA	42	Storage
    Choice - Westover Park	Fee	No	Storage
    Choice - Westover Park, LTD.	Bob
    Ladd; Trudy Ladd	No	N/A	$62,829	$6,981	$0	$0	$12,813	$0	$1,093
	BANA	43	A
    Storage Place - Grand Junction East	Fee	No	A
    Storage Place - Grand Junction East,LLC; GJE Nolasco LLC	Darryl
    Flaming; Marta Valenzuela	No	N/A	$6,943	$6,943	$0	$0	$0	$0	$1,567
	WFB	44	Shasta
    Executive Plaza	Fee	No	Shasta
    Executive Plaza LLC	Michael
    S. Orwitz; Allen Orwitz; Lea Orwitz; Michael Orwitz Living Trust; Allen Orwitz and Lea Orwitz Revocable Trust	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	45	Horizon
    Owners Corp.	Fee	No	Horizon
    Owners Corp.	N/A	No	N/A	$34,750	$2,500	$0	$0	$225,650	$0	$0
	BANA	46	Extra
    Space Storage Irving	Fee	No	CLC
    IrvingTX I, LLC	John
    Losey; Robert Barbera	No	N/A	$51,479	$4,290	$0	$0	$52,500	$176,500	$1,361
	BANA	47	Storage
    Choice - League City	Fee	No	Storage
    Choice - League City, LTD.	Ladd
    Holdings	No	N/A	$51,970	$5,774	$0	$0	$12,813	$0	$1,002
	WFB	48	Sun
    Valley Self-Storage	Fee	No	Burbank
    Boyz, LLC	Robert
    Kunert; Brandon Varon; Amy Ashley Jackson; Rachel Sarah Varon; The Varon 2010 Children’s Trust	No	N/A	$4,242	$4,242	$696	$696	$0	$0	$630
	MSMCH	49	Henson
    Studio	Fee	No	North
    La Brea LLC	Jim
    Henson Family	No	N/A	$74,933	$14,987	$0	$0	$0	$0	$1,332
	BANA	50	A
    Storage Place - Grand Junction West	Fee	No	Storage
    Place, LLC	Darryl
    Flaming	No	N/A	$4,311	$4,311	$0	$0	$0	$0	$897
	WFB	51	Westport
    Glendale Self-Storage	Fee	No	Westport
    West Glendale Self Storage, LLC	Drew
    Hoeven	No	N/A	$7,221	$7,221	$0	$0	$0	$0	$1,020
	WFB	52	Pleasant
    Hill Station	Fee	No	Pleasant
    Hill Station, LLC	Blake
    Miraglia	No	N/A	$24,668	$3,524	$0	$0	$25,000	$0	$613
	WFB	53	Greensboro
    Industrial Portfolio 	Fee	No	214
    E. JJ drive Holdings, LLC	Koury
    Corporation	No	N/A	$50,556	$4,596	$0	$0	$0	$0	$868
	MSMCH	54	1111
    Studewood	Fee	No	Studewood
    Mix, LLC	Michael
    C. Davis; Oakland Family Trust	No	N/A	$60,749	$10,125	$2,866	$2,866	$9,844	$0	$202
	BANA	55	Elgin
    Village & Cedar Breaks Centre	 	No	EVCB
    LLC	Durham
    and Bassett	No	N/A	$45,994	$9,199	$0	$0	$0	$0	$526
	BANA	55.01	Elgin
    Village	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	55.02	Cedar
    Breaks Centre	Fee	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	56	El
    Dorado Hills	Fee	No	FJM
    Palms Associates, LLC	Mark
    Pirie; R. Matthew Moran	No	N/A	$9,276	$4,638	$0	$0	$0	$0	$1,291
	BANA	57	Creekside
    Estates MHC	Fee	No	Creekside
    Estates NJN, LLC	Norma
    J. Nolt	No	N/A	$16,080	$8,040	$14,419	$1,802	$0	$0	$1,128
	NCB	58	La
    Costa Apartment Corp.	Fee	No	La
    Costa Apartment Corp.	N/A	No	N/A	$18,081	$9,040	$0	$0	$0	$0	$0
	WFB	59	North
    Ridge & Rossell North Shopping Center	Fee	No	DF
    West North LLC	David
    R. Fried	No	N/A	$108,084	$27,021	$801	$801	$22,500	$200,000	$603
	NCB	60	Park
    Court Owners, Inc.	Fee	No	Park
    Court Owners, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	61	West
    Gate House, Inc.	Fee	No	West
    Gate House, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	WFB	62	Pacific
    Fletcher Parkway	Fee	No	PFP-DG,
    LLC	Richard
    C. Dentt	No	N/A	$4,951	$4,951	$1,564	$521	$0	$0	$653
	NCB	63	2711
    Henry Hudson Corp. 	Fee	No	2711
    Henry Hudson Corp. 	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	64	Holliswood
    Owners Corp.	Fee	No	Holliswood
    Owners Corp.	N/A	No	N/A	$100,994	$50,497	$0	$0	$0	$0	$0
	BANA	65	Gatekeeper
    Storage	Fee	No	GMSS
    LLC	Mark
    Nicholas Zanides	No	N/A	$30,741	$4,392	$0	$0	$33,688	$0	$547
	NCB	66	Belgravia
    Gardens Corp.	Fee	No	Belgravia
    Gardens Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	67	Executive
    Towers Apartment Owners Corp.	Fee	No	Executive
    Towers Apartment Owners Corp.	N/A	No	N/A	$135,000	$24,000	$0	$0	$0	$0	$0
	NCB	68	84
    Drive Homes Inc.	Fee	No	84
    Drive Homes Inc.	N/A	No	N/A	$39,800	$13,267	$0	$0	$0	$0	$0
	WFB	69	Springdale
    Pointe	Fee	No	Springdale
    Pointe MTB, LLC	John
    G. Thompson; Paul M. Thrift; John G. Thompson Revocable Trust; Paul M. Thrift Revocable Trust	No	N/A	$13,563	$13,563	$0	$0	$0	$0	$187
	BANA	70	149
    Spring Street	Fee	No	149
    Spring Street LLC	Joshua
    Danzger	No	N/A	$87,375	$14,562	$13,095	$1,190	$0	$0	$355
	NCB	71	775
    Loft Corp.	Fee	No	775
    Loft Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	72	52
    Riverside Drive Owners Corp.	Fee	No	52
    Riverside Drive Owners Corp.	N/A	No	N/A	$39,000	$39,000	$0	$0	$0	$0	$0
	NCB	73	Hartsdale
    Highlands Tenants Corp.	Fee	No	Hartsdale
    Highlands Tenants Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	74	101
    Ellwood Tenants Corp.	Fee	No	101
    Ellwood Tenants Corp.	N/A	No	N/A	$64,500	$9,000	$0	$0	$0	$0	$0
	WFB	75	Budget
    Self Storage of Mesa	Fee	No	J
    & E Storage, LLC	Jamie
    Fountain-Battley; The Estate of Candy S. Fountain	No	N/A	$1,386	$1,386	$1,018	$1,018	$61,813	$0	$813
	NCB	76	17
    West Apartments Corp.	Fee	No	17
    West Apartments Corp.	N/A	No	N/A	$129,349	$43,116	$0	$0	$0	$0	$0
	NCB	77	4265
    Webster Avenue Owners, Inc.	Fee	No	4265
    Webster Avenue Owners, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	78	20
    Bond Owners Corp.	Fee	No	20
    Bond Owners Corp.	N/A	No	N/A	$13,600	$6,800	$0	$0	$0	$0	$0
	NCB	79	415
    West 57th Street Tenants Corporation	Fee	No	415
    West 57th Street Tenants Corporation	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	80	The
    Bakery, Inc.	Fee	No	The
    Bakery, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	81	Murray
    Hill Owners Corp.	Fee	No	Murray
    Hill Owners Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	82	Alta
    Ave. Apartments Corp.	Fee	No	Alta
    Ave. Apartments Corp.	N/A	No	N/A	$31,200	$5,650	$0	$0	$0	$0	$0
	NCB	83	McCorkle
    Cooperative Apartments, Inc.	Fee	No	McCorkle
    Cooperative Apartments, Inc.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	84	310
    West 18th Street Owners Corp.	Fee	No	310
    West 18th Street Owners Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	85	Gramercy
    Equities Corp.	Fee	No	Gramercy
    Equities Corp.	N/A	No	N/A	$0	$26,767	$0	$0	$0	$0	$0
	NCB	86	Barclay
    Townhouses at Merrick II Owners Corp.	Fee	No	Barclay
    Townhouses at Merrick II Owners Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0
	NCB	87	782
    West End Avenue Owners Corp.	Fee	No	782
    West End Avenue Owners Corp.	N/A	No	N/A	$0	$0	$0	$0	$0	$0	$0


 




    	 



     


    

 


BANK
2017-BNK5


Mortgage
Loan Schedule


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Initial
    TI/LC Escrow Amount ($)	Ongoing
    TI/LC Escrow - Monthly ($)	Description
    of “Other” Escrows	Initial
    Other Escrow Amount ($)	Ongoing
    Other Escrow - Monthly ($)	Debt
    Service Payment Grace Period to Impose Late Charge	Debt
    Service Grace Period to Call a Default	Balloon
    Payment Grace Period to Impose Late Charge	Balloon
    Payment Grace Period to Call a Default	Lockbox
    Type	Cash
    Management Status	Due
    Date	Prepayment
    String
	BANA/WFB	1	Del
    Amo Fashion Center	$0	$0	Outstanding
    TI/LC Reserve ($7,242,346); Gap Rent Reserve ($828,894)	$8,071,240	$0	0	0	0	0	Hard	Springing	First	LO(24);DEF(89);O(7)
	BANA	2	Starwood
    Capital Group Hotel Portfolio	$0	$0	Deposit
    to Capital Work Reserve Fund - $5,883,991; Larkspur Capital Work/FF&E Reserve Fund - $6,385,000	$12,268,991	$0	0	0	0	0	Soft	Springing	First	LO(12);YM1(105);O(3)
	BANA	2.01	Larkspur
    Landing Sunnyvale	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.02	Larkspur
    Landing Milpitas	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.03	Larkspur
    Landing Campbell	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.04	Larkspur
    Landing San Francisco	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.05	Larkspur
    Landing Pleasanton	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.06	Larkspur
    Landing Bellevue	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.07	Larkspur
    Landing Sacramento	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.08	Hampton
    Inn Ann Arbor North	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.09	Larkspur
    Landing Hillsboro	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.10	Larkspur
    Landing Renton	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.11	Holiday
    Inn Arlington Northeast Rangers Ballpark	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.12	Residence
    Inn Toledo Maumee	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.13	Residence
    Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.14	Hampton
    Inn Suites Waco South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.15	Holiday
    Inn Louisville Airport Fair Expo	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.16	Courtyard
    Tyler	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.17	Hilton
    Garden Inn Edison Raritan Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.18	Hilton
    Garden Inn St. Paul Oakdale	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.19	Residence
    Inn Grand Rapids West	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.20	Peoria,
    AZ Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.21	Hampton
    Inn Suites Bloomington Normal	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.22	Courtyard
    Chico	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.23	Hampton
    Inn Suites Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.24	Hampton
    Inn Suites South Bend	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.25	Courtyard
    Wichita Falls	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.26	Hampton
    Inn Morehead	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.27	Residence
    Inn Chico	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.28	Courtyard
    Lufkin	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.29	Hampton
    Inn Carlisle	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.30	Springhill
    Suites Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.31	Fairfield
    Inn Bloomington	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.32	Waco
    Residence Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.33	Holiday
    Inn Express Fishers	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.34	Larkspur
    Landing Folsom	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.35	Springhill
    Suites Chicago Naperville Warrenville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.36	Holiday
    Inn Express & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.37	Toledo
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.38	Grand
    Rapids Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.39	Cheyenne
    Fairfield Inn & Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.40	Fairfield
    Inn Laurel	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.41	Courtyard
    Akron Stow	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.42	Larkspur
    Landing Roseville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.43	Towneplace
    Suites Bloomington	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.44	Hampton
    Inn Danville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.45	Holiday
    Inn Norwich	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.46	Hampton
    Inn Suites Longview North	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.47	Springhill
    Suites Peoria Westlake	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.48	Hampton
    Inn Suites Buda	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.49	Shawnee
    Hampton Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.50	Racine
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.51	Hampton
    Inn Selinsgrove Shamokin Dam	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.52	Holiday
    Inn Express & Suites Terrell	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.53	Westchase
    Homewood Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.54	Holiday
    Inn Express & Suites Tyler South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.55	Holiday
    Inn Express & Suites Huntsville	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.56	Hampton
    Inn Sweetwater	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.57	Comfort
    Suites Buda Austin South	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.58	Fairfield
    Inn & Suites Weatherford	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.59	Holiday
    Inn Express & Suites Altus	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.60	Comfort
    Inn & Suites Paris	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.61	Hampton
    Inn Suites Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.62	Holiday
    Inn Express & Suites Texarkana East	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.63	Mankato
    Fairfield Inn	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.64	Candlewood
    Suites Texarkana	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	2.65	Country
    Inn & Suites Houston Intercontinental Airport East	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	3	Westchester
    One	$13,000,000	$0	Outstanding
    TI/LC ($609,438); Free Rent ($7,993,214)	$8,602,652	$0	0	0	0	0	Soft	Springing	First	LO(24);DEF(93);O(4)
	MSMCH/WFB	4	Market
    Street - The Woodlands	$0	$0	N/A	$0	$0	0	0	0	0	Hard	Springing	First	LO(24);DEF(89);O(7)
	MSMCH	5	Olympic
    Tower	$21,357,936	$0	Free
    Rent Funds ($11,843,236); Ground Rent Funds ($2,154,345 Initial, $153,680 Monthly); Condominium Reserve Funds (Springing);
    Armani Rent Funds (Springing) 	$13,997,581	$153,680	3,
    once every 12 months	0	0	0	Hard	In
    Place	Sixth	LO(25);DEF(88);O(7)
	WFB	6	Sprouts
    Farmers Market	$0	$0	Rent
    Concession ($116,249); Tenant Specific TILC ($443,080); Sprouts/Home Goods/Ross Reserve  (Springing) 	$559,329	$0	0	0	0	0	Springing	Springing	Eleventh	LO(25);DEF(88);O(7)
	BANA	7	270
    Corporate Center 	$0	$44,944	Free
    Rent Reserve ($244,974); Existing TI/LC Reserve Funds ($195,811)	$440,785	$0	0	0	0	0	Hard	Springing	First	LO(24);DEF(32);O(4)
	BANA	8	iStar
    Leased Fee Portfolio	$0	$0	Ground
    Rents Fund	$0	$0	0	0	0	0	Hard	Springing	Sixth	LO(26);DEF/YM1(89);O(5)
	BANA	8.01	Hilton
    Salt Lake	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.02	Doubletree
    Seattle Airport	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.03	Doubletree
    Mission Valley	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.04	One
    Ally Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.05	Doubletree
    Sonoma	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.06	Doubletree
    Durango	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.07	Northside
    Forsyth Hospital Medical Center	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.08	NASA/JPSS
    Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.09	Dallas
    Market Center: Sheraton Suites	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.10	Dallas
    Market Center: Marriott Courtyard	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.11	The
    Buckler Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	8.12	Lock-Up
    Self Storage Facility	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9	Gateway
    Net Lease Portfolio	$0	$0	Ground
    Lease Reserve Fund ($0); Earnout Reserve ($10,720,000)	$10,720,000	$0	0	0	0	0	Hard	Springing	Fifth	LO(24);DEF(56);O(4)
	BANA	9.01	BAE
    Systems	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.02	FedEx
    (Stratford)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.03	FedEx
    (Baltimore)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.04	Harman	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.05	GE
    Aviation (Lafayette)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.06	GoDaddy	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.07	Carrier	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.08	Emerus	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.09	Cardinal
    Health	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.10	TE
    Connectivity	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.11	FCA
    LLC	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.12	FedEx
    (Staunton) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.13	QuadPackaging
    (Proteus)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.14	QuadPackaging
    (Transpak)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.15	T-Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.16	Sikorsky
    Aircraft	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.17	Vatterott
    College	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.18	Comcast	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.19	Alfa
    Laval	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.20	LKQ
    Corporation (New Braunfels)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.21	Hitachi	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.22	Cameron	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.23	Alliance
    Data	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.24	Synchrony
    Financial	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.25	Baxalta
    (Barry Pointe)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.26	Baxalta
    (Casselberry)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.27	Baxalta
    (Mounds View)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.28	Baxalta
    (Grand Rapids)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.29	Gerdau	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.30	Baxalta
    (Wausau)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.31	Baxalta
    (Springfield)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.32	LKQ
    (Salisbury)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.33	Baxalta
    (Ankeny)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.34	H&E
    Equipment Services (San Antonio)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.35	H&E
    Equipment Services (New Orleans) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.36	GE
    Aviation (Pompano) 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.37	Saint-Gobain	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.38	H&E
    Equipment Services (Columbia)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.39	H&E
    Equipment Services (Yukon)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.40	LKQ
    Corporation (Toledo)	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	9.41	H&E
    Equipment Services (Greer)	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	10	200
    Center Anaheim	$0	$0	Elevator
    Renovation ($950,000); Rent Concession ($390,774) Reserve	$1,340,774	$0	0	0	0	0	Hard	In
    Place	Eleventh	LO(24);DEF(92);O(4)
	WFB	11	Stor-It
    Southern California Portfolio	$0	$0	N/A	$0	$0	0	10	0	0	Springing	Springing	First	LO(25);DEF(91);O(4)
	WFB	11.01	Stor-It
    Marina Del Rey	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.02	Stor-It
    Aliso Viejo	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.03	Stor-It
    Mission Viejo	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.04	Stor-It
    Downey	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	11.05	Stor-It
    San Juan Capistrano	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	12	Richmond
    Marriott Short Pump	$0	$0	N/A	$0	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);DEF(90);O(4)
	WFB	13	Charlotte
    Southpark Marriott	$0	$0	N/A	$0	$0	5	0	0	0	Springing	Springing	Eleventh	LO(26);DEF(90);O(4)
	BANA	14	36
    East 14th Street	$0	$0	N/A	$0	$0	0	0	0	0	Hard	Springing	First	LO(25);DEF(91);O(4)
	WFB	15	Capital
    Bank Plaza	$0	$25,075	Rent
    Concession Reserve	$77,000	$0	0	0	0	0	Springing	Springing	Eleventh	LO(25);DEF(91);O(4)
	MSMCH	16	The
    Center At Split Rock	$0	$6,250	N/A	$0	$0	5	5	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	WFB	17	Marriott
    Minneapolis Northwest	$0	$0	PIP
    Reserve	$1,400,000	$0	0	0	0	0	Springing	Springing	Eleventh	LO(27);DEF(89);O(4)
	BANA	18	Crossgates
    Commons	$880,000	$23,686	At
    Home Reserve ($869,897)	$869,897	$0	0	4	0	0	Hard	Springing	First	LO(23);YM1(33);O(4)
	WFB	19	SouthBridge
    Office Park	$37,527	$37,527	Tenant
    Specific TILC ($171,542); HVAC Repair ($255,000) Reserve	$171,542	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);DEF(90);O(4)
	WFB	20	Jacksonville
    Hilton Hotels	$0	$0	PIP
    Reserve	$2,400,000	$0	0	0	0	0	Springing	Springing	Eleventh	LO(27);DEF(29);O(4)
	MSMCH	21	Williamsburg
    Plaza	$0	$0	Upfront
    Capital Expenditures Reserve	$1,400,000	$0	5	5	0	0	Springing	Springing	First	LO(25);DEF(91);O(4)
	WFB	22	Park
    Oaks Shopping Center	$0	$15,353	Rent
    Concession ($87,881); Tenant Specific TILC ($277,813); Sylvan Learning Center ($270,367); Environmental ($75,813) Reserve	$711,874	$0	0	0	0	0	Hard	Springing	Eleventh	LO(13);YM1(100);O(7)
	WFB	23	StorPlace
    Self Storage Portfolio	$0	$0	N/A	$0	$0	0	0	0	0	N/A	N/A	Eleventh	LO(25);DEF(88);O(7)
	WFB	23.01	StorPlace
    of Old Hickory Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.02	StorPlace
    of Rutherford Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.03	StorPlace
    of Lascassas	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	23.04	StorPlace
    of Veterans Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	24	Abington
    House - Retail	$0	$0	Rent
    Concession ($63,500); Tenant Specific TILC Reserve ($220,731)	$284,231	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);YM1(87);O(7)
	BANA	25	Windhaven
    Park	$0	$6,667	Body
    Machine Reserve Fund	$50,000	$0	5	4	0	0	Springing	Springing	First	LO(25);DEF(90);O(5)
	WFB	26	Lawndale
    Plaza	$0	$5,259	Tenant
    Specific TILC Reserve	$43,232	$0	0	0	0	0	Springing	Springing	Eleventh	LO(27);DEF(89);O(4)
	BANA	27	SoCal
    Self Storage - Los Angeles, CA	$0	$0	N/A	$0	$0	5	4	0	0	N/A	N/A	First	LO(25);DEF(91);O(4)
	WFB	28	Comfort
    Inn Hotel Circle	$0	$0	Upfront/Springing
    Ground Rent ($18,874); PIP  (Springing); Seasonality  (Springing) 	$18,874	$0	0	0	0	0	Springing	Springing	Eleventh	LO(24);DEF(32);O(4)
	NCB	29	Armory
    Owners, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	WFB	30	Brenden
    Theatres	$0	$0	N/A	$0	$0	0	0	0	0	Springing	Springing	Eleventh	LO(25);DEF(88);O(7)
	MSMCH	31	Manchester
    Plaza	$845,334	$0	Pan
    Asia Market Reserve	$66,709	$0	0	5	0	0	Springing	Springing	First	LO(24);DEF(89);O(7)
	BANA	32	Temescal
    Village Plaza	$0	$5,303	Existing
    TI/LC Obligations Reserve Funds ($130,000)	$130,000	$0	5	4	0	0	Springing	Springing	First	LO(25);YM1(54);O(5)
	MSMCH	33	Safe
    Storage Van Nuys	$0	$0	N/A	$0	$0	5	5	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	WFB	34	University
    Town Center-CA	$0	$11,313	UCSC
    Reserve	$400,000	$0	0	0	0	0	Springing	Springing	Eleventh	LO(29);DEF(87);O(4)
	WFB	35	Lake
    Park Pointe Shopping Center	$100,000	$9,304	N/A	$0	$0	5	0	0	0	Hard	In
    Place	Eleventh	LO(26);DEF(89);O(5)
	WFB	36	Stor-It
    Costa Mesa & Long Beach	$0	$0	N/A	$0	$0	0	10	0	0	Springing	Springing	First	LO(25);DEF(91);O(4)
	WFB	36.01	Stor-It
    Costa Mesa	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	36.02	Stor-It
    Long Beach	 	 	 	 	 	 	 	 	 	 	 	 	 
	NCB	37	220-55
    46th Avenue Owners, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	38	Bywater
    Mutual Homes, Inc.	$0	$0	Collateral
    Security for Capital Improvements ($622,000); HAP Renewal Escrow ($310,000)	$932,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	BANA	39	Easley
    Town Center - Back Eastern Strip	$0	$2,586	N/A	$0	$0	5	4	0	0	Hard	Springing	First	LO(25);DEF(91);O(4)
	BANA	40	Oceanside
    Self Storage	$0	$0	N/A	$0	$0	5	6	0	0	Springing	Springing	First	LO(25);YM1(90);O(5)
	MSMCH	41	West
    Bench Plaza	$150,000	$2,318	N/A	$0	$0	5	5	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	BANA	42	Storage
    Choice - Westover Park	$0	$0	N/A	$0	$0	5	4	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	BANA	43	A
    Storage Place - Grand Junction East	$0	$0	N/A	$0	$0	5	4	0	0	N/A	N/A	First	LO(25);DEF(91);O(4)
	WFB	44	Shasta
    Executive Plaza	$75,000	$4,745	Tenant
    Specific TILC ($30,000); Far Northern Reserve  (Springing) 	$30,000	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);DEF/YM1(87);O(7)
	NCB	45	Horizon
    Owners Corp.	$0	$0	Collateral
    Security Agreement for Capital Improvements	$1,774,350	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	BANA	46	Extra
    Space Storage Irving	$0	$0	N/A	$0	$0	5	4	0	0	Springing	Springing	First	LO(24);DEF(91);O(5)
	BANA	47	Storage
    Choice - League City	$0	$0	N/A	$0	$0	5	4	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	WFB	48	Sun
    Valley Self-Storage	$0	$0	N/A	$0	$0	0	0	0	0	N/A	N/A	Eleventh	LO(27);DEF(89);O(4)
	MSMCH	49	Henson
    Studio	$0	$13,323	N/A	$0	$0	5	5	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	BANA	50	A
    Storage Place - Grand Junction West	$0	$0	N/A	$0	$0	5	4	0	0	N/A	N/A	First	LO(25);DEF(91);O(4)
	WFB	51	Westport
    Glendale Self-Storage	$0	$0	N/A	$0	$0	0	0	0	0	N/A	N/A	Eleventh	LO(28);DEF(88);O(4)
	WFB	52	Pleasant
    Hill Station	$150,000	$2,531	N/A	$0	$0	0	0	0	0	Springing	Springing	Eleventh	LO(27);DEF(89);O(4)
	WFB	53	Greensboro
    Industrial Portfolio 	$0	$2,635	ABC
    Supply TILC Reserve	$334,300	$0	0	0	0	0	N/A	N/A	Eleventh	LO(24);DEF(92);O(4)
	MSMCH	54	1111
    Studewood	$0	$1,482	N/A	$0	$0	5	5	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	BANA	55	Elgin
    Village & Cedar Breaks Centre	$0	$2,406	N/A	$0	$0	4	4	0	0	Springing	Springing	First	LO(25);DEF(91);O(4)
	BANA	55.01	Elgin
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	55.02	Cedar
    Breaks Centre	 	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	56	El
    Dorado Hills	$50,000	$5,451	N/A	$0	$0	0	0	0	0	Springing	Springing	Eleventh	LO(27);DEF(89);O(4)
	BANA	57	Creekside
    Estates MHC	$0	$0	N/A	$0	$0	5	4	0	0	Springing	Springing	First	LO(25);DEF(89);O(6)
	NCB	58	La
    Costa Apartment Corp.	$0	$0	Collateral
    Security Agreement for Capital Improvements	$150,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	WFB	59	North
    Ridge & Rossell North Shopping Center	$150,000	$2,625	N/A	$0	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);DEF(90);O(4)
	NCB	60	Park
    Court Owners, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	61	West
    Gate House, Inc.	$0	$0	Collateral
    Security Agreement for Maintenance Arrears	$50,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	WFB	62	Pacific
    Fletcher Parkway	$35,000	$1,624	Roof
    Replacement Reserve	$124,500	$0	0	0	0	0	Springing	Springing	Eleventh	LO(26);DEF(90);O(4)
	NCB	63	2711
    Henry Hudson Corp. 	$0	$0	Collateral
    Security Agreement for Capital Improvements	$750,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	64	Holliswood
    Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	BANA	65	Gatekeeper
    Storage	$0	$0	N/A	$0	$0	5	4	0	0	Springing	Springing	First	LO(24);DEF(92);O(4)
	NCB	66	Belgravia
    Gardens Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	67	Executive
    Towers Apartment Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	68	84
    Drive Homes Inc.	$0	$0	Collateral
    Security Agreement for Capital Improvements ($750,000); Collateral Security Agreement for Maintenance Arrears ($100,000)	$850,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	WFB	69	Springdale
    Pointe	$0	$0	N/A	$0	$0	0	0	0	0	N/A	N/A	Eleventh	LO(26);DEF(90);O(4)
	BANA	70	149
    Spring Street	$0	$0	N/A	$0	$0	5	4	0	0	N/A	N/A	First	LO(25);DEF(91);O(4)
	NCB	71	775
    Loft Corp.	$0	$0	Collateral
    Security Agreement for Capital Improvements	$1,000,000	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	72	52
    Riverside Drive Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	73	Hartsdale
    Highlands Tenants Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	74	101
    Ellwood Tenants Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	WFB	75	Budget
    Self Storage of Mesa	$0	$0	N/A	$0	$0	0	0	0	0	N/A	N/A	Eleventh	LO(26);DEF(30);O(4)
	NCB	76	17
    West Apartments Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	77	4265
    Webster Avenue Owners, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	78	20
    Bond Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	79	415
    West 57th Street Tenants Corporation	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	80	The
    Bakery, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	81	Murray
    Hill Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	82	Alta
    Ave. Apartments Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	83	McCorkle
    Cooperative Apartments, Inc.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	84	310
    West 18th Street Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	85	Gramercy
    Equities Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	86	Barclay
    Townhouses at Merrick II Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)
	NCB	87	782
    West End Avenue Owners Corp.	$0	$0	N/A	$0	$0	10	10	0	0	N/A	N/A	First	YM1(113);1%(3);O(4)


 




    	 



     


    

 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association


as Certificate Registrar


Wells Fargo Center


600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services –
BANK 2017-BNK5


[OR OTHER CERTIFICATE REGISTRAR]


 


Morgan Stanley Capital I Inc. 


1585 Broadway


New York, New York 10036


Attention: Jane Lam


 


Morgan Stanley Capital I Inc. 


1221 Avenue of the Americas


New York, New York 10020


Attention: Legal Compliance Division


 


		Re:	Transfer of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


Ladies and Gentlemen:


 


This letter is delivered pursuant to
Section 5.03 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital
Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2017-BNK5,
Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit C-1 



     


    

 


In connection with such transfer, the
Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”)
under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted
transactions) as expressed herein.


 


 



 


* Purchaser
must select one of the following two certifications.


 






    	Exhibit C-2 



     


    

 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies
of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates and state that
interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively connected
with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification 



 


 



 


** Each Purchaser must include one of the
two alternative certifications.


 


*** Does not apply to a transfer of Class R
Certificates.



 






    	Exhibit C-3 



     


    

 


expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S. Tax
Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.         Please
make all payments due on the Certificates:****


 


		☐	  (a)         by wire transfer to the following account at a
bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	 	Bank: 	 	 






	 	 	ABA #: 	 	 



	 	 	Account #: 	 	 






	 	 	Attention: 	 	 



  


		☐	  (b)         by mailing a check or draft to the following address:



 


	 	 	 
	 	 	 
	 	 	 


 


9.         If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]


 





 



 


**** Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.



 






    	Exhibit C-4 



     


    




  


		By: 	 
	 	 	Name:

Title:



 


Dated:


 




    	Exhibit C-5 



     


    

 


EXHIBIT D-1


 


Form of Transferee
Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Wells Fargo Center


600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)–
BANK 2017-BNK5


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
(the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of June 1, 2017, by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


I, [______], under penalties of perjury,
declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first
sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership


 






    	Exhibit D-1-1 



     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 






    	Exhibit D-1-2 



     


    

 


(iii)     the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation, (i) the
Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in
Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if
the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and
will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values
are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)     the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)     the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.        The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.      The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.      The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    	Exhibit D-1-3 



     


    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser has
caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


 


		By: 	 
	 	 	Name:

Title:


 





		By: 	 
	 	 	Name:

Title:


 




    	Exhibit D-1-4 



     


    

  


On this ____ day of _______20__, before
me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


	 	 	 
	 	 	NOTARY PUBLIC in and for the

State of _______________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 	 


  




    	Exhibit D-1-5 



     


    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Wells Fargo Center


600 South 4th Street, 7th Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust Services (CMBS)
– BANK 2017-BNK5 


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
(the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered to you in
connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that


 






    	Exhibit D-2-1 



     


    

 


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 respected for United States income tax purposes (and the Transferor may continue to be liable for United
States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
		By: 	 
	 	 	Name:

Title:


 




    	Exhibit D-2-2 



     


    

 


EXHIBIT D-3


 


Form of Transferee
CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Wells Fargo Center


600 South 4th Street, 7th Floor 


MAC N9300-070 


Minneapolis, Minnesota 55479 


Attention: Corporate Trust Services (CMBS)
– BANK 2017-BNK5 


[OR OTHER CERTIFICATE REGISTRAR]


 


Morgan Stanley Mortgage Capital Holdings
LLC,

as Retaining Sponsor  


1585 Broadway 


New York, New York 10036 


Attention: Jane Lam 


  


Morgan Stanley Mortgage Capital Holdings
LLC,

as Retaining Sponsor  


1221 Avenue of the Americas 


New York, New York 10020 


Attention: Legal Compliance Division 


 


Morgan Stanley Capital I Inc.  


1585 Broadway 


New York, New York 10036 


Attention: Jane Lam


 


Morgan Stanley Capital I Inc.  


1221 Avenue of the Americas 


New York, New York 10020 


Attention: Legal Compliance Division


 






    	Exhibit D-3-1 



     


    

 


		Re:	BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
(the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of June 1, 2017, by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of an RR Interest
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the RR Interest as a nominee, trustee or agent for any person that is not a
Majority-Owned Affiliate, and that for so long as it retains its interest in the RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It will be bound by the U.S. Credit
Risk Retention Agreement, between Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National
Association and Bank of America, National



 






    	Exhibit D-3-2 



     


    

 


Association, dated
and effective as of June 29, 2017 (the “Credit Risk Retention Agreement”) as if it were party to such agreement.


 


		D.	It hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention Agreement.



 


		E.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the RR Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 


☐      The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser has
caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 





		By: 	 
	 	 	Name:

Title:


 





		By: 	 
	 	 	Name:

Title:


 




    	Exhibit D-3-3 



     


    

 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 


[RETAINING SPONSOR]


 





	By: 	 	 
	 	Name:

Title:	 


 


[Medallion Stamp Guarantee]


  




    	Exhibit D-3-4 



     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RR INTEREST


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar 


Wells Fargo Center 


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479 


Attention: Corporate Trust Services (CMBS)
– BANK 2017-BNK5 


[OR OTHER CERTIFICATE REGISTRAR]


 


Morgan Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor  


1585 Broadway 


New York, New York 10036 


Attention: Jane Lam


 


Morgan Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor  


1221 Avenue of the Americas 


New York, New York 10020 


Attention: Legal Compliance Division 


 


[EACH OTHER HOLDER OF AN RR INTEREST]


 


		Re:	BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
(the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to you in connection
with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of RR Interest
evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing Agreement,
dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 






    	Exhibit D-4-1 



     


    

 


		1.	The transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC or Merrill, Lynch, Pierce, Fenner & Smith Incorporated, or an affiliate thereof.



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
certifies, represents and warrants to you that:



 


		A.	The transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Morgan Stanley
Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association and Bank of America, National
Association, dated and effective as of June 29, 2017 (the “Credit Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


		C.	The Transferee has complied in all material respects with all of the covenants in the Credit Risk
Retention Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this
transfer.



 


		D.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement
are true and correct as of the date of the transfer.



 


		E.	All of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement have been
complied with through and including the date of the transfer.



 


☐      The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 






    	Exhibit D-4-2 



     


    

 





	 	 	[TRANSFEROR]
	 	 	 
		By: 	 
	 	 	Name:

Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 


	                             [RETAINING SPONSOR]	 
	 	 	 
	By: 	 	 
	 	Name:

Title:	 


 


[Medallion Stamp Guarantee]


 




    	Exhibit D-4-3 



     


    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	
         

         

	 	[[General][NCB]	 
	 	Master Servicer]

[[General][NCB]

Special Servicer] 

Loan No.:	
         

         

	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	Address:	
        

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group

 (CMBS) 

        BANK 2017-BNK5 

	 	Custodian/Trustee Mortgage File No.:	
         

         

	Depositor
	 	Name:	Morgan Stanley Capital I Inc.
	 	Address:	
        1585 Broadway 

        New York, New York 10036 

        Attention: Jane Lam 

         

        with a copy to

         

        Morgan Stanley Capital I Inc. 

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

	 	Certificates:	BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5


 






    	Exhibit E-1 



     


    

 


The undersigned [[General][NCB] Master
Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of June 1, 2017, by and among Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	( )	 	 




 


	( )	 	 




 


	( )	 	 




 


	( )	 	 




 


The undersigned [[General][NCB] Master
Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust for
the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[[General][NCB] Master Servicer] [[General][NCB] 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 [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents
or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents


 






    	Exhibit E-2 



     


    

 


separate
and distinct from all other property in the [[General][NCB] Master Servicer’s] [[General][NCB] Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 


Date: _________


 




    	Exhibit E-3 



     


    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator 


Wells Fargo Center 


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479 


Attention: Corporate Trust Services (CMBS)
– BANK 2017-BNK5 


[OR OTHER CERTIFICATE REGISTRAR]


 


Morgan Stanley Capital I Inc.  


1585 Broadway 


New York, New York 10036 


Attention: Jane Lam 


 


Morgan Stanley Capital I Inc.  


1221 Avenue of the Americas 


New York, New York 10020 


Attention: Legal Compliance Division


 


		Re:	Transfer of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate Balance] in the BANK 2017-BNK5, Commercial Mortgage
Pass-Through Certificates, Series 2017-BNK5, [Class [E][F][G][H] Certificates][RR Interest] issued pursuant to that certain Pooling
and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan
Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer, the
undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of


 






    	Exhibit F-1-1 



     


    

 


1974,
as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which
no election has been made under Section 410(d) of the Code, or any other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”)
or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance
company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law
purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the
Master Servicers, the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations
Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which
Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Underwriters
or the Trust.


 


IN WITNESS WHEREOF, the Purchaser hereby
executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 
	 	 By:	 
	 	 	Name:
Title:


 






    	Exhibit F-1-2 



     


    

 


Date: _________


 




    	Exhibit F-1-3 



     


    

 




 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


Wells
Fargo Center 


600 South 4th Street,
7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – BANK 2017-BNK5 


[OR OTHER
CERTIFICATE REGISTRAR]


  


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


Ladies and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2017-BNK5, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK5, [Class R][Class V] Certificates (the “[Class R][Class V] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class
V] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) any person acting
on behalf of any such Plan or using


 






    Exhibit F-2-1 


     


    

 


the
assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
to purchase such [Class R][Class V] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




Date: _______


 




    Exhibit F-2-2 


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



 


  




    Exhibit G-1 


     


    

 






 


 


	 	 	 	 
		BANK
    2017-BNK5


    Commercial Mortgage Pass-Through Certificates


    Series 2017-BNK5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	General
    Master Servicer	 	 	 	NCB
    Master Servicer &

    NCB Special Servicer	 	 	 	General
    Special Servicer	 	 	 	Asset
    Representations 

    Reviewer/Operating Advisor	 	 
	 	 	


Morgan
Stanley Capital I Inc.


 




1585
Broadway





New
York, NY 10036


 


Contact:     General
Information Number





Phone Number: (212) 761-4000

                                                                      
	 	 	 	Wells
                                         Fargo Bank, National Association


 


Three
Wells Fargo, MAC D1050-084

401 S. Tryon Street, 8th Floor

Charlotte, NC 28202


 


Contact:    REAM_InvestorRelations@

wellsfargo.com





	 	 	 	National
                                         Cooperative Bank, N.A.


 


2011
Crystal Drive

Suite 800

Arlington, VA 22202


 


Contact:     Kathleen
Luzik





Phone Number: (703) 302-1902







	 	 	 	CWCapital
                                         Asset Management LLC


 


7501
Wisconsin Avenue

Suite 500 W

Bethesda, MD 20814


 


Contact:     Brian
Hanson





Phone Number: (202) 715-9500 




	 	 	 	Park
                                         Bridge Lender Services LLC


 


600
Third Avenue

40th Floor

New York, NY 10016


 


Contact: David Rodgers

Phone Number: (212) 230-9025







	 	 
	 	This report is compiled by Wells
    Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy
    of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com
    for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders
    may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    









    	 	Page 1 of 23



     

    

 







	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of
the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class
and dividing the result by (A). 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 	Page 2 of 23



     

    




  





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	 	Page 3 of 23



     

    

 














	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Interest 

    Shortfall/(Excess)
	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
    0.00  	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	RR Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	 	Page 4 of 23



     

    

 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of: mm/dd/yyyy	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Reduction	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution Amount includes any Prepayment Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	Page 5 of 23



     

    









 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee
    - Wells Fargo Bank, N.A. and National 	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Cooperative Bank,
    N.A.		 	 
	 	Interest Adjustments	0.00	 	 	Trustee
                                    Fee - Wilmington Trust, N.A.






	0.00	 	 
	 	Deferred Interest	0.00	 	 	Certificate Administrator
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	ARD Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	Default Interest and
    Late Payment Charges	0.00	 	 	Operating Advisor Fee  - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	0.00	 	 	Asset Representations Reviewer Fee - Park Bridge Lender	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Services LLC	 		 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 		 	 	 
	 	Total Interest
    Collected	 	0.00	 	Additional Trust
    Fund Expenses:		 	 
	 	 	 	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on Trust
    Fund	0.00	 	 
	 	Recoveries from Liquidation
    and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal
    Amounts paid	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00		 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses 	 	0.00 	 
	 	Principal Adjustments	0.00	 	 	 	 	 	 
	 	Total Principal
    Collected	 	0.00	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	 	 	 	 			 	 
	 	Total Other Collected	 	0.00	 	Total Payments
    to Certificateholders & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	 	Page 6 of 23



     

    








 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
        Current Mortgage Loan and Property
Stratification Tables

        Aggregate Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled 

Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 

        	 

        	 

        	 

        	 	 

        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	 	Page 7 of 23



     

    
  


	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	Page 8 of 23



     

    

 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		


 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1)
Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases the most current DSCR provided by the Servicer is used.

To the extent that no DSCR is provided by the Servicer, information
from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower
for this calculation.

	 
	 	 	 
	 	(2)
Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated
Repayment Date, if applicable, and the Maturity Date.
	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.
	 
	 	
    The
Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File.
To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification
tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans
that have been modified into a split loan structure. The “State” and “Property” stratification tables
do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that
has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance
of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	 
	 	
    Note:
There are no Hyper-Amortization Loans included in the Mortgage Pool.
	 
	 	 	 	 	 


 


    	 	Page 9 of 23



     

    

 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	MF 	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other	2 	-	Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative Housing	4	-	Extension	 	 	     to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10 	- 	Deed in Lieu Of	 	 	 	5	-	Temporary Rate Reduction	10	-	Forbearance	 
	 	OF 	-	Office	ZZ	-	Single Family	6	-	DPO	 	 	    Foreclosure	 	 	 	 	 	 	 	 	 	 
	 	MU 	-	Mixed Use	SF	-	Missing Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 






 


    	 	Page 10 of 23



     

    

 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	
    (1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the
Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 11 of 23



     

    


 







 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document

Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

Premium	Yield
    Maintenance 

Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	 	Page 12 of 23



     

    


 






	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 13 of 23



     

    


 






	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of
 Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-   Current	4	-	Performing Matured Balloon	1	-	Modification	7	-	REO	11	-	Full Payoff	 	 
	 	 	 	 	But Still in Grace
    Period	1	-   30-59 Days Delinquent	5	-	Non Performing Matured Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	-   60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	-   90-120 Days Delinquent	 	 	 	4 	-	Extension	 	 	  to Master Servicer	98	-	Other	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10 	-	Deed In Lieu Of	 	 	 	 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	  Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 14 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	 	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	-  Extension	 	 	  to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	-  Note Sale	10 	-	Deed in Lieu Of	 	 	 	MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	-  DPO	 	 	  Foreclosure	 	 	 	OF	-	 Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU 	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 15 of 23



     

    


 










	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

     Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment from Special Servicer	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	-  Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	-  Extension	 	 	  to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	-  Note Sale	10 	-	Deed in Lieu Of	 	 	 	MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	-  DPO	 	 	  Foreclosure	 	 	 	OF	-	 Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU 	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 16 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan Group	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	 	Page 17 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 18 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 19 of 23



     

    



 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	 	Page 20 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	 	Page 21 of 23



     

    


 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	 	Page 22 of 23



     

    

 





	 	 	 	 
		BANK
                                         2017-BNK5

                                                

                                               Commercial
                                         Mortgage Pass-Through Certificates

                                                

                                               Series
                                         2017-BNK5
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Payment Date:	7/17/17
	Corporate Trust Services	Record Date:	6/30/17
	8480 Stagecoach Circle	Determination
    Date:	7/11/17
	Frederick, MD 21701-4747		





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	 	Page 23 of 23



     

    




 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee BANK 2017-BNK5, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME
    OF CURRENT ASSIGNOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit H-1 


     


    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance


 





 



 


		*	Select
                                         appropriate depository.



 






    Exhibit I-1 


     


    

 


with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)  
  at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc:
Morgan Stanley Capital I Inc.


 





 



 


**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


 




    Exhibit I-2 


     


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1 


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: ________


 


cc: Morgan
Stanley Capital I Inc.


 





 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  




    Exhibit J-2 


     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of
such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole


 





 



 





		*	Select
                                         appropriate depository.


 






    Exhibit K-1 


     


    

 


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 commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Morgan
Stanley Capital I Inc.


 




    Exhibit K-2 


     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest
in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued under the Pooling and Servicing Agreement
certifies that it is not a U.S. Person as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



 


*     Select,
as applicable.


 






    Exhibit L-1 


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated:		 



 





	 	By:		 
	 	 	as, or as agent for, the holder of a beneficial 

    interest in the Certificates to which this 

    certificate relates.



  




    Exhibit L-2 


     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the
Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 





 



 





		*	Select
                                         appropriate depository.


 






    Exhibit M-1 


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Morgan
Stanley Capital I Inc.


 





 



 


**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2 


     


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1 


     


    

 


[(2)   
 at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Morgan
Stanley Capital I Inc.


 





 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2 


     


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) 


BANK
2017-BNK5


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 






    Exhibit O-1 


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Morgan
Stanley Capital I Inc.


 




    Exhibit O-2 


     


    





 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION
PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [_]
                                         Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
      The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the
Class [__] Certificates, a Companion Holder or the Risk Retention Consultation Party (or any investment advisor or manager or
other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In


 






    Exhibit P-1A-1


     


    

 


consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Exhibit P-1A-2


     


    

 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1A-3


     


    

 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


	Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BANK 2017-BNK5

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	Wells
        Fargo Bank, National Association

        Wells Fargo
        Center

        600 South
        4th Street, 7th Floor

        MAC N9300-070

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

	 	 
	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BANK 2017-BNK5

         

        National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington,
        Virginia 22202

        Attention:
        Kathleen Luzik, Chief Operating Officer

        Facsimile
        number (703) 647-3473

        Email: kluzik@ncb.coop
	CWCapital
        Asset Management LLC

        7501 Wisconsin
        Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Brian Hanson (BANK 2017-BNK5)

        Facsimile
        number: (202) 715-9699

	 	 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as


 






    Exhibit P-1B-1


     


    

 


Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate


 






    Exhibit P-1B-2


     


    

 


Administrator
shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this
Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.



 






    Exhibit P-1B-3


     


    

 











EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank,
National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2017-BNK5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank,
National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager


 


National Cooperative
Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 






    Exhibit P-1C-1


     


    

 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statement will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1C-2


     


    

 





	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1C-3


     


    

 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Wells Fargo Bank,
    National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BANK 2017-BNK5

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services
    LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	Wells
        Fargo Bank, National Association

        Wells Fargo
        Center

        600 South
        4th Street, 7th Floor

        MAC N9300-070

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

	 	 
	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BANK 2017-BNK5
	CWCapital
        Asset Management LLC

        7501 Wisconsin
        Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Brian Hanson (BANK 2017-BNK5) Facsimile number: (202) 715-9699

	 	 
	National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington,
        Virginia 22202

        Attention:
        Kathleen Luzik, Chief Operating Officer

        Facsimile
        number (703) 647-3473

        Email:
        kluzik@ncb.coop
	 


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as


 






    Exhibit P-1D-1


     


    

 


Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.      
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee,


 






    Exhibit P-1D-2


     


    

 


the
Certificate Administrator, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1D-3


     


    

 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date] 


	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Wells Fargo Bank,
    National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BANK 2017-BNK5

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services
    LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	Wells
        Fargo Bank, National Association

        Wells Fargo
        Center

        600 South
        4th Street, 7th Floor

        MAC N9300-070

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

	 	 
	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BANK 2017-BNK5
	CWCapital
        Asset Management LLC

        7501 Wisconsin
        Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Brian Hanson (BANK 2017-BNK5) Facsimile number: (202) 715-9699

	National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington,
        Virginia 22202

        Attention:
        Kathleen Luzik, Chief Operating Officer

        Facsimile
        number (703) 647-3473

        Email: kluzik@ncb.coop
	 
	 	 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class Certificates 



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2017-BNK5, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-BNK5, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF
THE POOLING AND SERVICING AGREEMENT.


 






    Exhibit P-1E-1


     


    

 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable]
For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information


 






    Exhibit P-1E-2


     


    

 


confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 






    Exhibit P-1E-3


     


    

 


9.   
    The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by
overnight courier or (b) mailed by registered mail, postage prepaid.


 


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1E-4


     


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


	Via:
        Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

        cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	with a copy
        to:

         

        Wells
        Fargo Bank, National Association,

        8480 Stagecoach
        Circle

        Frederick, Maryland 21701-4747

        Attention:
        BANK 2017-BNK5

         



		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BANK 2017-BNK5 securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Morgan Stanley
Capital I Inc.


 


The undersigned
hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION,

Certificate Administrator


 






    Exhibit P-1F-2


     


    

 


	 	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit P-1F-3


     


    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


	Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BANK 2017-BNK5

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	Wells
        Fargo Bank, National Association

        Wells Fargo
        Center

        600 South
        4th Street, 7th Floor

        MAC N9300-070

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

	 	 
	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BANK 2017-BNK5

         
	CWCapital
        Asset Management LLC 

        7501 Wisconsin
        Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Brian Hanson (BANK 2017-BNK5) Facsimile number: (202) 715-9699

	National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington,
        Virginia 22202

        Attention:
        Kathleen Luzik, Chief Operating Officer 

        Facsimile
        number (703) 647-3473

        Email: kluzik@ncb.coop

         
	 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, Class [__]
                                         Certificates 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1G-1


     


    

 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1G-2


     


    

 


EXHIBIT
P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


	Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BANK 2017-BNK5

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	Wells
        Fargo Bank, National Association

        Wells Fargo
        Center

        600 South
        4th Street, 7th Floor

        MAC N9300-070

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2017-BNK5

	 	 
	Wilmington
        Trust, National Association

        1100
        North Market Street 

        Wilmington,
        Delaware 19890

        Attention:
        BANK 2017-BNK5

         
	CWCapital
        Asset Management LLC

        7501 Wisconsin
        Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Brian Hanson (BANK 2017-BNK5) Facsimile number: (202) 715-9699

	National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800 

        Arlington,
        Virginia 22202 

        Attention:
        Kathleen Luzik, Chief Operating Officer 

        Facsimile
        number (703) 647-3473 

        Email: kluzik@ncb.coop

         
	 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, RR Interest 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and


 






    Exhibit P-1H-1


     


    

 


Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 




    Exhibit P-1H-2


     


    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank,
National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services BANK 2017-BNK5


 


		Attention:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned is a nationally recognized statistical rating organization and either (x)
                                         has provided the Depositor with the appropriate certifications under Exchange Act Rule
                                         17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
                                         is requesting access pursuant to the Agreement to certain information (the “Information”)
                                         on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any
                                         confidentiality agreement applicable to the undersigned with respect to the information
                                         obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also
                                         be applicable to information obtained from the 17g-5 Information Provider’s Website
                                         (including without limitation, to any information received by the Depositor for posting
                                         on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not
                                         have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby
                                         agrees that it shall be bound by the provisions of the confidentiality agreement attached
                                         hereto as Annex A which shall be applicable to it with respect to any information
                                         obtained from the 17g-5 Information Provider’s Website, including any information
                                         that is obtained from the section of the 17g-5 Information Provider’s Website that
                                         hosts the Depositor’s 17g-5 website after the Closing Date.



 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1


     


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-2-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Morgan Stanley Capital
I Inc. (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the BANK 2017-BNK5, Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK5 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital
I Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General Master Servicer,
CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you
(the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 






    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 






    Exhibit P-2-4


     


    

 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Morgan Stanley
Capital I Inc.  


1585 Broadway 


New York,
New York 10036 


Attention:
Jane Lam 


 


with a copy
to: 


 


Morgan Stanley
Capital I Inc. 


1221 Avenue
of the Americas


New York,
New York 10020


Attention:
Legal Compliance Division


 




    Exhibit P-2-5


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank,
National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services BANK 2017-BNK5


 


		Attention:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.





 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics, RealInsight or Thomson Reuters Corporation, a
                                         market data provider that has been given access to the Statements to Certificateholders,
                                         CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 






    Exhibit P-3-1


     


    

 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    

 






EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian
has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the first proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Seller have been reviewed by the Custodian and appear regular on their face and appear to be executed and
to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS
    FARGO BANK, NATIONAL
	 	 	ASSOCIATION,
	 	 	as
    Custodian
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:







 












    	 Exhibit Q-1 



     

    




 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Morgan
Stanley Capital I Inc. 





1585
Broadway 


New
York, New York 10036





Attention:
Jane Lam


  


Morgan
Stanley Capital I Inc. 





1221
Avenue of the Americas 


New
York, New York 10020





Attention:
Legal Compliance Division


  


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492





Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


CWCapital
Asset Management LLC





7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814





Attention:
Brian Hanson (BANK 2017-BNK5) 


Facsimile
number: (202) 715-9699


 


with
copies to:


 


CWCapital
Asset Management LLC





7501
Wisconsin Avenue, Suite 500 West


 






    	 Exhibit Q-2 



     

    

 


Bethesda,
Maryland 20814 


Attention:
Legal Department (BANK 2017-BNK5)


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services BANK 2017-BNK5


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2017-BNK5


 


Eightfold
Real Estate Capital Fund V, L.P.

c/o Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139





Attention:
Brian Tageson


  




    	 Exhibit Q-3 



     

    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY – MASTER SERVICERS


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager

Telecopy Number: (704) 715-0036]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]





 





 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of June 1, 2017 (the
“Agreement”), by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as general master servicer [(in such capacity, the “General Master Servicer”)], CWCapital Asset Management
LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer [(in such capacity, the “NCB
Master Servicer”)] and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer hereby constitutes and appoints the [General][NCB] Master Servicer, by and through
the [General][NCB] Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the [General][NCB] Master Servicer and all properties (“Mortgaged Properties”) administered by
the [General][NCB] Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1
through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the


 






    Exhibit R-1-1 


     


    

 


Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 






    Exhibit R-1-2 


     


    

 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 






    Exhibit R-1-3 


     


    

 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association
except as specifically provided for herein. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding
in the name


 






    Exhibit R-1-4 


     


    

 


of
Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General][NCB] Master Servicer under the Agreement
or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2017-BNK5 has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	 	WILMINGTON
    TRUST, NATIONAL
	 	 	ASSOCIATION,
    as Trustee for BANK
	 	 	2017-BNK5
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared
    by:
	 	 	 
	 	 	Name:




 






    Exhibit R-1-5 


     


    

  








	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	STATE
    OF DELAWARE	)	 
	 	)	    ss.:
	COUNTY
    OF	)	 







 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.





	 	 
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My
    commission expires:	 
	 	 




 




    Exhibit R-1-6 


     


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY – SPECIAL SERVICERS


 


RECORDING
REQUESTED BY:


 


[CWCapital
Asset Management LLC





7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814





Attention:
Brian Hanson (BANK 2017-BNK5)]


 


[National
Cooperative Bank, N.A. 


2011
Crystal Drive, Suite 800





Arlington,
Virginia 22202 


Attention:
Kathleen Luzik, Chief Operating Officer





Facsimile
number (703) 647-3473 


Email:
kluzik@ncb.coop]


 





 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of June 1, 2017 (the “Agreement”)
by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
CWCapital Asset Management LLC, as general special servicer [(the “General Special Servicer”)], National Cooperative
Bank, N.A., as NCB master servicer and NCB special servicer [(in such capacity, the “NCB Special Servicer”)],
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, relating to the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates,
Series 2017-BNK5, hereby constitutes and appoints the [General][NCB] Special Servicer, by and through the [General][NCB] Special
Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead
and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the [General][NCB] Special Servicer and all properties (“REO Properties”) administered by the [General][NCB]
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with
respect to the Mortgage Loans and REO Properties; provided, however, that the documents described below may only
be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 






    	 Exhibit R-2-1 



     

    

 





		1.	The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.




 


		2.	The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.




 





		3.	The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.




 





		4.	The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.




 


		5.	The
completion of loan assumption agreements and transfers of interest in borrower entities.




 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 





		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the sale or repurchase of the Mortgage Loan secured and evidenced thereby.



  


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and 



 






    	 Exhibit R-2-2 



     

    

 


	 	 	claims
                                         in bankruptcy proceedings, including, without limitation, any and all of the following
                                         acts:



 


		a.	the
substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;




  


		b.	the
preparation and issuance of statements of breach or non-performance;




 


		c.	the
preparation and filing of notices of default and/or notices of sale;




 


		d.	the
cancellation/rescission of notices of default and/or notices of sale;




 


		e.	the
                                         taking of deed in lieu of foreclosure;







 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;




 





		g.	the
preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions
or proceedings;




 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 





		i.	the
creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




  


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 





10.
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:
 








		a.	listing
                                         agreements;

                                         



 


		b.	purchase
and sale agreements;




 


		c.	grant/warranty/quit
claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;




 


		d.	escrow
instructions; and




 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 






    	 Exhibit R-2-3 



     

    

  


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



  


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the [General][NCB] Special Servicer’s duties and responsibilities
                                         under the Agreement.



 






    	 Exhibit R-2-4 



     

    

 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Special Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Special Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Special Servicer.


 





Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National
Association except as specifically provided for herein. If the [General][NCB] Special Servicer receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Special Servicer shall promptly forward
a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General][NCB] Special Servicer under the Agreement
or to allow the [General][NCB] Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[General][NCB] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall


 






    	 Exhibit R-2-5 



     

    

 


continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2017-BNK5, has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 


	 	 	Wilmington
    Trust, National Association, 

as Trustee for BANK 2017-BNK5
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 







 







    	 Exhibit R-2-6 



     

    

 


 





	STATE
    OF DELAWARE	)	 
	 	)	ss.:
	COUNTY
    OF	)	 




 





On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness
my hand and official seal.


 


	 
	Notary
    signature







 







    	 Exhibit R-2-7 



     

    

 


EXHIBIT
S


 


INITIAL
SERVICED COMPANION NOTEHOLDERS 


 





	Loan	Companion
    Holder
	Westchester
    One Whole Loan	NOTE
                                         A-2 and NOTE A-3:

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS:

        

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with
        a copy to:

         

        Morgan
        Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

        

	Market
    Street – The Woodlands Whole Loan	NOTE
                                         A-1:

         

        Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer, for the holders of the Morgan Stanley Capital
I Trust 2017-H1, Commercial Mortgage Pass-Through Certificates, Series 2017-H1

         

        NOTICE
        ADDRESS:

        

        Midland Loan Services, a Division of PNC Bank, 

National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Facsimile:
        (888) 706-3565

         

        with
        a copy to:

         

        Stinson
        Leonard Street LLP

        

        1201
        Walnut Street

        

        

        






 






    	 Exhibit S-1 



     

    

 





	 	Suite
    2900
	 	Kansas
    City, Missouri 64106-2150

    Fax Number: (816) 412-9338

    Attention: Kenda K. Tomes 

    Email: kenda.tomes@stinson.com
	 	 
	 	NOTE
    A-4:
	 	 
	 	Wells
    Fargo Bank, National Association
	 	 
	 	NOTICE
    ADDRESS:
	 	 
	 	Wells Fargo Bank, National Association
 Wells Fargo Center
 1901 Harrison Street, 2nd Floor
 MAC A0227-020
 Oakland, California 94612
 Attention: Commercial Mortgage Servicing
 Facsimile No.: 866-359-5352

                                                                                 

	

                                                                                 

                                                                                Crossgates Commons Whole Loan
	

                                                                                 

                                                                                NOTE A-2:

	 	 
	 	Bank
    of America, N.A.
	 	 
	 	NOTICE
    ADDRESS:
	 	 
	 	Bank
    of America, N.A.

    NC1-027-15-01

    214 North Tryon Street

    Charlotte, North Carolina 28255

    Attention: Steven L. Wasser

    Email: steve.l.wasser@baml.com
	 	 
	 	with
    a copy to:
	 	 
	 	W.
    Todd Stillerman, Esq.

    Bank of America Corporation

    NC1-027-20-05

    214 North Tryon Street, 20th Floor

    Charlotte, North Carolina28255

    Email: william.stillerman@bankofamerica.com







 






    	 Exhibit S-2 



     

    

 





EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[FOR
DEL AMO FASHION CENTER:

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: 877-379-1625

Email: michael_a_tilden@keybank.com]


 


[FOR
STARWOOD CAPITAL GROUP HOTEL PORTFOLIO AND

GATEWAY NET LEASE PORTFOLIO:

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565]


 


[FOR
OLYMPIC TOWER:





KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Fax Number: (877) 379-1625

Email: michael_a_tilden@keybank.com]


 


[FOR
iSTAR LEASED FEE PORTFOLIO:

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (888) 706-3565]


 


VIA
[EMAIL]


 


		Re:	BANK
                                         2017-BNK5, 

                                         Commercial Mortgage Pass-Through Certificates, Series
                                         2017-BNK5 



 


Ladies
and Gentlemen:


 


As
you know, [_____], acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged
property][portfolio of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”)
under the pooling and servicing agreement relating to the [_____] securitization trust (the “PSA”). This is
to inform


 






    	 Exhibit T-1



     

    

 


you
that one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has
been transferred to BANK 2017-BNK5 pursuant to that certain Pooling and Servicing Agreement, dated June 1, 2017 (the “2017-BNK5
Pooling and Servicing Agreement”) by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer (in such capacity, the “2017-BNK5 General Master Servicer”), CWCapital
Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer,
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “2017-BNK5 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2017-BNK5 Trustee”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, and that the 2017-BNK5 Trustee is the holder of the Subject Mortgage
Loan.


 


The
undersigned, as 2017-BNK5 Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject
Whole Loan, to remit to the 2017-BNK5 General Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2017-BNK5 General Master Servicer all reports, statements, documents, communications, and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related
Intercreditor Agreement (as such term is defined in the 2017-BNK5 Pooling and Servicing Agreement) and the PSA.


 


The
Subject Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the 2017-BNK5 Pooling and Servicing Agreement)
under the 2017-BNK5 Pooling and Servicing Agreement


 


Thank
you for your attention to this matter.



 



    	 Exhibit T-2



     

    




 







	 	 	 
	 	Date:	 	 
	 	 	 	 
	 	 	 	Wells
    Fargo Bank, National Association, as
	 	 	 	 	Certificate
    Administrator for the Holders of

    the BANK 2017-BNK5, Commercial

    Mortgage Pass-Through Certificates, Series

    2017-BNK5
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:







  




    	 Exhibit T-3



     

    

 





cc:



[FOR DEL AMO FASHION CENTER:

Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com]


 


[FOR
STARWOOD CAPITAL GROUP HOTEL PORTFOLIO AND

GATEWAY NET LEASE PORTFOLIO:

Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes]


 


[FOR
OLYMPIC TOWER:





Polsinelli
PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Fax Number: 816-753-1536

Email: kkohring@polsinelli.com]


 


[FOR
iSTAR LEASED FEE PORTFOLIO:

Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes





Email:
kenda.tomes@stinson.com]


 




    	 Exhibit T-4



     

    

 






 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	DBRS,
                                         Inc.






333
West Wacker Drive, Suite 1800





Chicago,
Illinois 60606





Attention:
Commercial Mortgage Surveillance





Facsimile
No.: (312) 332-3492





Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


[INSERT
ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	[Wells
                                         Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as
                                         [General][NCB] Master Servicer under the Pooling and Servicing Agreement dated as of
                                         June 1, 2017 (the “Pooling and Servicing Agreement”), by and among
                                         Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
                                         as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
                                         National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells
                                         Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
                                         Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
                                         as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 






    	Exhibit U-1 



     


    

 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                                ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
[General][NCB] Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)        The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in
accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    	Exhibit U-2 



     


    

 


(v)          The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings
Real Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject
to restrictions in its organizational documents substantially similar to those contained in the organization documents of the
original Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance
owns no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance),
(iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after
the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of
the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four
(4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any
calendar or fiscal year will not


 






    	Exhibit U-3 



     


    

 


exceed
such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance)
for such year.


 


(ix)         The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)          The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)         Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)          Certify
that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan Seller in accordance
with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    	Exhibit U-4 



     


    

 


IN
WITNESS WHEREOF, the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 





	 	[________________]
	 	 	as
    [General][NCB] Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    	Exhibit U-5 



     


    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”). 

Transaction: BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 

Operating Advisor: Park Bridge Lender Services LLC

[General Special Servicer: CWCapital Asset Management LLC]





[NCB
Special Servicer: National Cooperative Bank, N.A.]

Directing Certificateholder: Eightfold Real Estate Capital Fund V, L.P.


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         [General][NCB] Special Servicer has notified the Operating Advisor that [h] Specially
                                         Serviced Loans were transferred to special servicing in the prior calendar year [INSERT
                                         YEAR].



 


		a.	[h]
                                         of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
                                         Servicer as part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [h] of such Specially Serviced Loans. This
                                         report is based only on the Specially Serviced Loans in respect of which an Asset Status
                                         Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the [General][NCB] Special Servicer’s operational activities to service certain
Specially Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does,
does not] believe there are material violations of the [General][NCB] Special Servicer’s compliance with its obligations
under the Pooling and Servicing Agreement. In addition, the Operating Advisor


 


 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    	Exhibit V-1 



     


    

 


notes
the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the [General][NCB] Special Servicer’s assessment of compliance
                                         report, attestation report by a third party regarding the [General][NCB] Special Servicer’s
                                         compliance with its obligations and net present value calculations and Appraisal Reduction
                                         calculations and [LIST OTHER REVIEWED INFORMATION] for the following [h] Specially Serviced
                                         Loans: [List related mortgage loans]



 


		2.	Consulted
                                         with the [General][NCB] Special Servicer as provided under the Pooling and Servicing
                                         Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including
                                         related net present value calculations and Appraisal Reduction calculations) related
                                         to the Specially Serviced Loans should be considered a limited investigation and not
                                         be considered a full or limited audit. For instance, we did not review each page of the
                                         [General][NCB] Special Servicer’s policy and procedure manuals (including amendments
                                         and appendices), re-engineer the quantitative aspects of their net present value calculator,
                                         visit any property, visit the [General][NCB] 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.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
                                         regarding its strategy plan for a limited number of issues related to the following Specially
                                         Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
                                         observations and recommended alternative courses of action to the extent it deemed such
                                         observations and recommendations appropriate. The [General][NCB] Special Servicer [agreed
                                         with/did not agree with] the material recommendations made by the Operating Advisor.
                                         Such recommendations generally included the following: [LIST].



 


		3.	Appraisal
                                         Reduction calculations and net present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable 



 






    	Exhibit V-2 



     


    

 


	 	 	formulas
                                         required to be utilized in connection with any Appraisal Reduction or net present value
                                         calculations used in the [General][NCB] Special Servicer’s determination of what
                                         course of action to take in connection with the workout or liquidation of a Specially
                                         Serviced Loan prior to the utilization by the [General][NCB] Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		b.	After
                                         consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the
                                         mathematical calculations or the application of the non-discretionary portions of the
                                         related formula in arriving at those mathematical calculations, such inaccuracy [has
                                         been/ has not been] resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
                                         Operating Advisor did not participate in, or have access to, the [General][NCB] Special
                                         Servicer’s and Directing Certificateholder’s discussion(s) regarding any
                                         Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Certificateholder directly. As such, the Operating Advisor generally relied
                                         upon the information delivered to it by the [General][NCB] Special Servicer as well as
                                         its interaction with the [General][NCB] Special Servicer, if any, in gathering the relevant
                                         information to generate this report.



 


		2.	The
                                         [General][NCB] Special Servicer has the legal authority and responsibility to service
                                         the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating
                                         Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of the discussions held between it and the [General][NCB] Special
                                         Servicer regarding any Specially Serviced Loans and certain information it reviewed in
                                         connection with its duties under the Pooling and Servicing Agreement. As a result, this
                                         report may not reflect all the relevant information that the Operating Advisor is given
                                         access to by the [General][NCB] Special Servicer.



 


		4.	There
                                         are many tasks that the [General][NCB] Special Servicer undertakes on an on-going basis
                                         related to Specially Serviced Loans. These include, but are not limited to, 



 






    	Exhibit V-3 



     


    

 


	 	 	assumptions,
                                         ownership changes, collateral substitutions, capital reserve changes, etc. The Operating
                                         Advisor does not participate in any discussions regarding such actions. As such, Operating
                                         Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance
                                         with respect to those types of actions.



 


		5.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


  




    	Exhibit V-4 



     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending

 Replacement of THE [General][NCB] Special Servicer


 


Wilmington
Trust, National Association

    as Trustee

1100 North Market Street 


Wilmington,
Delaware 19890


Attention:
CMBS Trustee BANK 2017-BNK5

Telecopy number: (302) 630-4140


 


Wells
Fargo Bank, National Association

as Certificate Administrator





9062
Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services (CMBS)

BANK 2017-BNK5

Telecopy Number: (410) 715-2380


 


[CWCapital
Asset Management LLC





7501
Wisconsin Avenue, Suite 500 West





Bethesda,
Maryland 20814





Attention:
Brian Hanson (BANK 2017-BNK5)





Facsimile
number: (202) 715-9699]


 


[National
Cooperative Bank, N.A.,

as NCB Special Servicer

2011 Crystal Drive, Suite 800





Arlington,
Virginia 22202


Attention:
Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5, 

                                         Recommendation of Replacement of [General][NCB] Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and NCB Special Servicer, Wells Fargo Bank,


 






    	Exhibit W-1 



     


    

 


National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2017-BNK5, Commercial Mortgage Pass-Through
Certificates, Series 2017-BNK5 (the “Certificates”) regarding the replacement of the [General][NCB] Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based
upon our review of the [General][NCB] Special Servicer’s operational practices conducted pursuant to and in accordance with
Section 3.26 of the Pooling and Servicing Agreement, it is our assessment that [CWCapital Asset Management LLC][National Cooperative
Bank, N.A.], in its current capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing
Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [CWCapital Asset Management LLC][National Cooperative Bank, N.A.] be removed
as [General][NCB] Special Servicer and that [________] be appointed its successor in such capacity.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Operating Advisor]



 


	 	By:	 
	 	 	Name:
	 	 	Title:





      


Dated:


 




    	Exhibit W-2 



     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager

Telecopy Number: (704) 715-0036]


 


[CWCapital
Asset Management LLC


7501
Wisconsin Avenue, Suite 500 West


Bethesda,
Maryland 20814


Attention:
Brian Hanson (BANK 2017-BNK5)


Facsimile
number: (202) 715-9699]


 


[National
Cooperative Bank, N.A.,

as NCB Special Servicer

2011 Crystal Drive, Suite 800


Arlington,
Virginia 22202


Attention:
Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	Access
                                         to Certain Information Regarding BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-BNK5



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”),
among the Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital
Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/CWCapital Asset Management LLC (“CWCapital”)/National
Cooperative Bank, N.A. (“NCB”)] understands that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and


 






    	Exhibit X-1 



     


    

 


[_____]
[__], 20[__]


Page
2


 


evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo/ CWCapital/ NCB] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/ CWCapital/ NCB]
by third parties, (b) may not have been verified by [Wells Fargo/ CWCapital/ NCB], and (c) may be incomplete or contain
inaccuracies. The Company agrees that [Wells Fargo/ CWCapital/ NCB], the [“General Master Servicer”/“General
Special Servicer”/“NCB Master Servicer”/“NCB Special Servicer”] (as defined in
the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo/ CWCapital/ NCB]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Wells Fargo/ CWCapital/ NCB]; (b) information that is obtained by Company from a third person
who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or
fiduciary obligation to [Wells Fargo/ CWCapital/ NCB]; (c) information that is or becomes publicly available through no fault
of Company; and (d) information that is independently developed by Company. The term “Representatives” with respect
to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel
(which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/ CWCapital/ NCB]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis
with [Wells Fargo/ CWCapital/ NCB]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the
information available on the applicable [____] system or any successor or replacement system (“System”). [Wells
Fargo/ CWCapital/ NCB] may cease or defer providing the Company with Confidential Information in the event that (a) the Company
or its Representatives violate any provision hereof, or (b) [Wells Fargo/ CWCapital/ NCB] determines (in its sole discretion)
that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms
of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/ CWCapital/ NCB]
shall cease to provide the Company with Confidential Information if [Wells Fargo/ CWCapital/ NCB] has actual knowledge that the
Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/ CWCapital/ NCB]
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information.


 






    	Exhibit X-2 



     


    

 


[_____]
[__], 20[__]


Page
3


 


[Wells
Fargo/ CWCapital/ NCB]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/ CWCapital/ NCB] intends at all
times to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should
be construed to limit or qualify any of [Wells Fargo/ CWCapital/ NCB]’s rights or obligations under the Pooling and Servicing
Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart
shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    	Exhibit X-3 



     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 


	 	Very
    truly yours,
	 	 	 
	 	[WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[CWCAPITAL
    ASSET MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL
    COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]




  


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit X-4 



     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION



 


 


I,
[identify the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of BANK 2017-BNK5 (the “Exchange
                                         Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]]


 






    	Exhibit Y-1 



     


    

 


Date: _________________________


 





	 	 



President

Morgan Stanley Capital I Inc.

(Senior officer in charge of the securitization of the depositor)


 




    	Exhibit Y-2 



     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BANK
2017-BNK5 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), entered into by
Morgan Stanley Capital I Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), CWCapital Asset Management LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer
(in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB
Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [_______], the Depositor, each Other
Depositor and each Other Certificate Administrator with respect to a securitization of a Serviced Companion Loan and their respective
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties
will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”);



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 






    	Exhibit Y-1-1



     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 





	 	[WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


  




    	Exhibit Y-1-2



     


    

 


Exhibit
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BANK
2017-BNK5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK,
N.A.], as [General][NCB] Master Servicer under that certain Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] Master Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         each Special Servicer in the special servicer backup certificate delivered by each Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the [General][NCB]
                                         Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and
                                         (d) of the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator
                                         for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by each
                                         Special Servicer in the special servicer backup certificate delivered by each Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement
                                         and based upon my knowledge and the annual compliance reviews conducted in preparing
                                         the servicer compliance statements required to be delivered under



 






    	Exhibit Y-2-1



     


    

 


	 	 	Article XI
                                         of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123
                                         of Regulation AB with respect to the [General][NCB] Master Servicer, and except as disclosed
                                         in the compliance certificate delivered by the [General][NCB] Master Servicer under Section 11.09
                                         of the Pooling and Servicing Agreement, the [General][NCB] Master Servicer has fulfilled
                                         its obligations under the Pooling and Servicing Agreement in all material respects during
                                         the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer
                                         with respect to the Trust’s fiscal year _____ have been provided all information
                                         relating to the [General][NCB] Master Servicer’s assessment of compliance with
                                         the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
                                         with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [General][NCB]
                                         Master Servicer for asset-backed securities with respect to the [General][NCB] Master
                                         Servicer or any Servicing Function Participant retained by the [General][NCB] Master
                                         Servicer and related attestation report on assessment of compliance with servicing criteria
                                         applicable to it required to be included in the annual report on Form 10-K for the Relevant
                                         Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
                                         and 15d-18 has been provided to the Depositor and to the Certificate Administrator for
                                         inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
                                         described in such reports have been provided to the Certificate Administrator and the
                                         Depositor for disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the [General][NCB] Special Servicer, but other than a Sub-Servicer,
Additional Servicer or any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed
pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither
I nor the [General][NCB] Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect
to the information in the Servicer Reports that is in turn dependent upon information provided by the [General][NCB] Special Servicer
under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the [General][NCB] Master Servicer
have been properly completed and that any fields that have been left blank on their face have been done so in accordance with
the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    	Exhibit Y-2-2



     


    

 





	 	[WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	 	[NATIONAL COOPERATIVE BANK, N.A. 

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 




    	Exhibit Y-2-3



     


    

 


Exhibit
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BANK
2017-BNK5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of [CWCAPITAL ASSET MANAGEMENT LLC][NATIONAL COOPERATIVE BANK, N.A.],
as [General][NCB] Special Servicer under that certain Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB]
Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with
the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the [General][NCB] Special Servicer
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K have been submitted by the [General][NCB] Special Servicer to the General
                                         Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate
                                         Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the [General][NCB]Special Servicer under the Pooling and Servicing Agreement
                                         and based upon my knowledge and the annual compliance reviews conducted in preparing
                                         the servicer compliance statements required to be delivered under Article XI of
                                         the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123
                                         of Regulation AB with respect to the [General][NCB] Special Servicer, and except as disclosed
                                         in the compliance certificate delivered by the [General][NCB] Special



 






    	Exhibit Y-3-1



     


    

 


	 	 	Servicer
                                         under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Special
                                         Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all
                                         material respects during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [General][NCB] Special Servicer
                                         with respect to the Trust’s fiscal year _____ have been provided all information
                                         relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant
                                         Servicing Criteria, in order to enable them to conduct a review in compliance with the
                                         standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [General][NCB]
                                         Special Servicer for asset-backed securities with respect to the [General][NCB] Special
                                         Servicer or any Servicing Function Participant retained by the [General][NCB] Special
                                         Servicer and related attestation report on assessment of compliance with servicing criteria
                                         applicable to it required to be included in the annual report on Form 10-K for the
                                         Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
                                         and 15d-18 has been provided to the Depositor and to the Certificate Administrator for
                                         inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
                                         described in such reports have been provided to the Certificate Administrator and the
                                         Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	[General][NCB]
    Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    	Exhibit Y-3-2



     


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


BANK
2017-BNK5 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of June 1, 2017 (the
“Pooling and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as
operating advisor and as asset representations reviewer, certifies to [______], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the
following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and
with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 





	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION


 






    	Exhibit Y-4-1



     


    




 


	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	Exhibit Y-4-2



     


    

 


Exhibit
Y-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BANK
2017-BNK5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PARK BRIDGE LENDER SERVICES LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee or Certificate
                                         Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion
                                         in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
                                         on Form 10-D or Form 8-K (the “Reports”) (such information
                                         provided by the Operating Advisor, collectively, the “Operating Advisor Periodic
                                         Information”) have been submitted by the Operating Advisor to the General Master
                                         Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 






    	Exhibit Y-5-1



     


    

 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
    Bridge Lender Services LLC
	 	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	
	 	 	By:	Park
    Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By:	 
	 	 	Name:
	 	 	Title:


   




    	Exhibit Y-5-2



     


    

 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


BANK
2017-BNK5 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of June 1, 2017
(the “Pooling and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [______], the Depositor
and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this
certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	

         WELLS
        FARGO BANK, NATIONAL ASSOCIATION



 






    	Exhibit Y-6-1



     


    

 


	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	Exhibit Y-6-2



     


    

 


Exhibit
Y-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BANK
2017-BNK5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PARK BRIDGE LENDER SERVICES
LLC (the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), entered into by Morgan
Stanley Capital I Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), CWCapital Asset Management LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer
(in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB
Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services
LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that the
applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee
                                         or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement
                                         for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
                                         in all reports on Form 10-D or Form 8-K (the “Reports”)
                                         (such information provided by the Asset Representations Reviewer, collectively, the “Asset
                                         Representations Reviewer Periodic Information”) have been submitted by the
                                         Asset Representations Reviewer to the General Master Servicer, the NCB Master Servicer,
                                         the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
                                         in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    	Exhibit Y-7-1



     


    

  


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	Park
    Bridge Lender Services LLC
	 	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	
	 	 	By:	Park
    Bridge Financial LLC, a New York limited liability company, its sole member


 


	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	Exhibit Y-7-2



     


    

 


EXHIBIT
Z


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
Z shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit Z forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit Z, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	 	Servicing Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        

        General
        Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

         General
        Master Servicer

        

        NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
                                         Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        Custodian (as applicable)

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator

         General
        Master Servicer

        

        NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

         General
        Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are 	Certificate
    Administrator


 






    Exhibit Z-1 


     


    

 





	 	Servicing Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	 	 	 
	 	made
    only by authorized personnel.	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
                                         (as applicable)1

         General
        Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        

        General
        Master Servicer

        

        NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

         General
        Master Servicer

        

        NCB
        Master Servicer

        

        General
        Special Servicer

         NCB
        Special Servicer 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

         General
        Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        Special Servicer

        

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        

        General
        Master Servicer

        

        NCB
        Master Servicer

        

        General
        Special Servicer

        

        NCB
        Special Servicer 

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 



 








 



 


1 Only to the extent that the
Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year. 


 






    Exhibit Z-2 


     


    

 


	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         General Master Servicer

        

        NCB
        Master Servicer

        

        General
        Special Servicer

        

        NCB
        Special Servicer 

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         General Master Servicer

         NCB
        Master Servicer

         General
        Special Servicer

         NCB
        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.	General
                                         Master Servicer

        

        NCB
        Master Servicer

         

          

	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
                                         Master Servicer 

        NCB
        Master Servicer

        

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
                                         Master Servicer 

        NCB
        Master Servicer

        

        General
        Special Servicer 

        NCB
        Special Servicer

        

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
                                         Special Servicer

        

        NCB
        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).	General
                                         Master Servicer 

        NCB
        Master Servicer

        

        General
        Special Servicer 

        NCB
        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.	General
                                         Master Servicer 

        NCB
        Master Servicer

        

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

         

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
                                         Master Servicer

        

        NCB
        Master Servicer

        

         

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
                                         Master Servicer

        

        NCB
        Master Servicer

        

         

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
                                         Master Servicer

        

        NCB
        Master Servicer  

	1122(d)(4)(xiv)	Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
                                         Master Servicer

        

        NCB
        Master Servicer

        

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction 	N/A



 






    Exhibit Z-2 


     


    

 


	 	agreements.	 


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer
are the same entity, the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special
Servicer, as applicable, may provide a combined assessment of compliance in respect of their combined responsibilities under Section
1122 of Regulation AB.


 




    Exhibit Z-3 


     


    

 






EXHIBIT AA


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible” column are obligated pursuant to Section
11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator (or the applicable
Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information described in the
corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge
(and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls
required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB
Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which
such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For
this Series 2017-BNK5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.










 





	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        

        ●     Item
1125 of Regulation AB 

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Each
                                         Master Servicer

         

        ●     Certificate
        Administrator

         

	Item
                                         1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        

        ●     Item
1121(d) of Regulation AB 

        ●     Item
1121(e) of Regulation AB
	●     Certificate
                                         Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer

        




 






    Exhibit AA-1 


     


    

 


	 	
	Item
                                         2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	●     Each
                                         Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	Item
    3:  Sale of Securities and Use of Proceeds

    
	●     Depositor
	Item
    4:  Defaults Upon Senior Securities

    
	●     Certificate
    Administrator
	Item
    5:  Submission of Matters to a Vote of Security Holders

    
	●     Certificate
    Administrator
	Item
                                         6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
information shall be required to be reported only with respect to a party or property (if any) identified as a “significant

        
	●     Each
                                         Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         




 






    Exhibit AA-2 


     


    

 


 


	
        obligor” in the Prospectus;

                                                                                 

                                                                                (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

                                                                                 

                                                                                (c) the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

                                                                                 
	 	 
	Item
                                         7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)	 
	Item
                                         8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor	 
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information
    is required to be reported as “Additional Form 8-K Disclosure” during the 	●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the
“Party Responsible” with respect to such information pursuant to Exhibit CC.

         
	 






 



    Exhibit AA-3 


     


    




 


	period to which the Form 10-D relates,
    and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     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)





●     Each
Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
Date) 


●     Each
Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
Distribution Date)





●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 




	 
	Item
                                         10: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

        
	●     Depositor	 
	Item
                                         10: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Certificate
                                         Administrator

        

        ●     Depositor

         

        provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

        

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

        
	 
	Item
                                         10: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO
Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by 	 



 






    Exhibit AA-4 


     


    

 


	 	such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.	 
	Item
                                         10: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only
        if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
        the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing
        the published report and answering Item 5 by referencing the published report.

        
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 
	Item
                                         10: Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

        
	●     Depositor	 
	Item
                                         10: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

        
	●     Certificate
    Administrator	 
	Item
                                         10: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable.	 
	Item
                                         10: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable.	 
	Item
10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a)
such document constitutes “Additional Form 8-K Disclosure” pursuant	●     Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the	 




 






    Exhibit AA-5 


     


    

 


 


	to
Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure”
during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form
8-K Disclosure”.	Master
    Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit CC with respect to any
    exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by
    the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item
    10.



 



    Exhibit AA-6 


     


    

 





EXHIBIT BB


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.
Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special
Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the
NCB Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for
which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may
be. For this Series 2017-BNK5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
        1B: Unresolved Staff Comments

         
	●     Depositor


 


    	 	 Exhibit BB-1	 



     


    
 

	Item
        9B: Other Information, but only to the extent of any information that meets all the following conditions:

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”

         
	●     Certificate Administrator,
Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party
Responsible” with respect to such information pursuant to Exhibit CC.  	 
	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.

         
	●     The
        applicable Mortgage Loan Seller.
	

         

	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

         
	●     Depositor	 


 


    	 	 Exhibit BB-2	 



     


    
 

	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         
	●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         
	 
	Instruction
        J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor
	

         



 


    	 	 Exhibit BB-3	 



     


    
 

	Instruction
        J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

        

	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a
        “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

        
	●     Each
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator,
        each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

        ●     Each
Special Servicer 

        ●     Certificate
        Administrator

        

        ●     Trustee 

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling
        and Servicing Agreement to

         



 


    	 	 Exhibit BB-4	 



     


    
 

	 

                                                    ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2017-BNK5 transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2017-BNK5 transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following,
        on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that
        a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding

         
	the
        effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

        

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10-K is due.

         



 


    	 	 Exhibit BB-5	 



     


    
 

	of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2017-BNK5 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

         
	●     Depositor

        

        ●     Each
        Mortgage Loan Seller

         



 


    	 	 Exhibit BB-6	 



     


    
 

	material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2017-BNK5 transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         
	 
	Item
        15: Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	Item
        15: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor


 


    	 	 Exhibit BB-7	 



     


    
 

	Item
        15: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Trustee

        

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

         

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

        
	 
	Item
        15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or
    REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.	 
	Item
        15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable	 
	Item
        15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable.	 
	Item
        15: Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

        
	●     Not
    Applicable	 
	Item
        15: Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable.	 


 


    	 	 Exhibit BB-8	 



     


    
 

	Item
        15: Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable	 
	Item
        15: Exhibits (no. 18):

         

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.	 
	Item
        15: Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Depositor.	 
	Item
        15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.	 
	Item
        15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	●     Depositor	 
	Item
        15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	●     Each
Master Servicer 

        ●     Each
        Special Servicer

        

        ●     Depositor 

        ●     Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.

        
	 


 


    	 	 Exhibit BB-9	 



     


    
 

	Item
        15: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate
    Administrator
	Item
        15: Exhibits (no. 31(i))

         

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not
    Applicable
	Item
        15: Exhibits (no. 31(ii))

         

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07)
    of this Pooling and Servicing Agreement.
	Item
        15: Exhibits (no. 32)

         

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item
        15: Exhibits (no. 33)

         

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).

         
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item
        15: Exhibits (no. 34)

         

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).

         
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item
        15: Exhibits (no. 35)

         

        Servicer
        compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).

         
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and
    Servicing Agreement.
	Item
        15: Exhibit (no. 36)

         

        Certification
        For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor


 


    	 	 Exhibit BB-10	 



     


    
 

	Item
        15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K) 
	●     Not
    Applicable.
	Item
        15: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable.
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during
    the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the Master Servicers or the
    Special Servicers constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a
    Form 10-K).
	Item
    15:  Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
    Applicable
	Item
    15:  Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate
        Administrator]

        

        [Depositor]

         

	Item
    15:  Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate
Administrator] 

        [Depositor]

         



 


    	 	 Exhibit BB-11	 



     


    







 






EXHIBIT
CC


 


FORM
8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer,
the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or
Special Servicer, as the case may be. For this Series 2017-BNK5 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
                                         1.01: Entry into a Material Definitive Agreement

         

         

         
	●     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

 

        ●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the





 






    	Exhibit CC-1 



     


    

 


	 	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 Pooling and Servicing Agreement.

	Item
    1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or
    REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
    in connection with any amendment to this Pooling and Servicing Agreement.
	Item
    1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the 



 






    	Exhibit CC-2 



     


    

 


	 	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

	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
Administrator

        ●     Each
Master Servicer or each Special Servicer, as the case may be (in each case, as to itself) 

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Each
Master Servicer (as to a party appointed by such Master Servicer)

        ●     Each
Special Servicer 

        ●     Certificate
Administrator 

        ●     Depositor 

	Item
    6.03:  Change in Credit Enhancement or External Support	●     Depositor 

        ●     Certificate
Administrator 

	Item
    6.04:  Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05:  Securities Act Updating Disclosure	●     Depositor
	Item
    7.01:  Regulation FD Disclosure	●     Depositor
	Item
    8.01:  Other Events	●     Depositor
	Item
9.01(d): Exhibits (no. 1):

         

        Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●     Not
    applicable
	Item
9.01(d): Exhibits (no. 2):

                                                                                                                                                        

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item
9.01(d): Exhibits (no. 3):
	●     Depositor



 






    	Exhibit CC-3 



     


    

 


	Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)	 
	Item
9.01(d): Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	●     Certificate
                                         Administrator

        

         

        provided that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement


	Item
9.01(d): Exhibits (no. 7):

         

        Correspondence
from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
9.01(d): Exhibits (no. 14):

         

        Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
9.01(d): Exhibits (no. 16):

         

        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
9.01(d): Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

	●     Not
    Applicable
	Item
9.01(d): Exhibits (no. 20):

         

        Other
documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
9.01(d): Exhibits (no. 23):

                                                                                                                                                        

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where 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 CC-4 



     


    

 


	Item
9.01(d): Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
15: Exhibits (no. 100)

         

        XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.


 



    	Exhibit CC-5 



     


    

 


EXHIBIT
DD


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS) (CMBS)


 


Morgan
Stanley Capital I Inc., BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5—SEC REPORT PROCESSING


 


		RE:	**Additional
Form [10-D][10-K][8-K] Disclosure** Required



  


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling
and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as
Asset Representations Reviewer, the undersigned, as [           ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ],
phone number: [                    ];
email address: [                    ]. 


	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit DD-1 



     


    

 


cc:
Depositor


 




    	Exhibit DD-2 



     


    

 






 


EXHIBIT
EE


 


INITIAL
SUB-SERVICERS 


 


		1.	Barry
                                         S. Slatt Mortgage Company



 


		2.	Berkadia
                                         Commercial Mortgage LLC



 


		3.	Grandbridge
                                         Real Estate Capital LLC



 


		4.	NorthMarq
                                         Capital, LLC



 


		5.	Wells
                                         Fargo Bank, National Association



 






    Exhibit EE-1 


     

    

 





EXHIBIT
FF


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 






    Exhibit FF-1 


     

    

 





EXHIBIT
GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION





 


BANK
2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5

(the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [CWCapital
Asset Management LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Master Servicer] [National Cooperative
Bank, N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian]] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Morgan Stanley Capital I Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


Date:
_________________________________________




 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer]

[CWCAPITAL ASSET MANAGEMENT LLC,

as General Special Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer] 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee]


 






    Exhibit GG-1 


     

    

 





	By:	 	 
	 	Name:	 
	 	Title:	 



 






    Exhibit GG-2 


     

    

 





EXHIBIT
HH


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 






    Exhibit HH-1 


     

    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 





	[Date of Certification]	 	 
	 	 	 
	 	[Name of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit HH-2 


     

    







 


EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION 


 


Payments
shall be made to “CRE Finance Council” and sent to: 


Commercial
Real Estate Finance Council, Inc. 


900
7th Street, NW, Suite 820 


Washington,
DC 20001 


Attn:
President 


 


or
by wire transfer to:


 


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


Bank
Name: Chase 


Bank
Address: 80 Broadway, New York, NY 10005 


Routing
Number: 021000021 


Account
Number: 213597397


 






    Exhibit II-1 


     

    




  





EXHIBIT
JJ 


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL: 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com, trustadministratorgroup@wellsfargo.com
and cts.sec.notifications@wellsfargo.com


 


Ref:
BANK 2017-BNK5, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	BANK
    2017-BNK5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BANK
    2017-BNK5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BANK
    2017-BNK5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit JJ-1 


     

    

 





EXHIBIT
KK


 


[RESERVED]


 






    Exhibit KK-1 


     

    

 





EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS) 


  


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM





 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) BANK 2017-BNK5—SEC REPORT
PROCESSING 


Email:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required 


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, the undersigned, as [          ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Accounts and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of  

        MM/DD/YYYY 
	Ending
                                         Balance as of  

        MM/DD/YYYY 
	 
	General
    Master Servicer’s Collection Account	 	 	 
	NCB
    Master Servicer’s Collection Account	 	 	 



 






    Exhibit LL-1 


     

    

 


	REO
    Account	 	 	 


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [              
], phone number: [               ]; email address: [              
].


 


		[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: Depositor	 	 


 






    Exhibit LL-2 


     

    

 





EXHIBIT
MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services BANK 2017-BNK5


 


Wells
Fargo Bank, National Association

as General Master Servicer 


Commercial
Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager

Telecopy Number: (704) 715-0036


 


National
Cooperative Bank, N.A.

as NCB Master Servicer and NCB Special Servicer


2011
Crystal Drive, Suite 800 


Arlington,
Virginia 22202 


Attention:
Kathleen Luzik, Chief Operating Officer 


Facsimile
number (703) 647-3473 


Email:
kluzik@ncb.coop


 


CWCapital
Asset Management LLC

as General Special Servicer 


7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814 


Attention:
Brian Hanson (BANK 2017-BNK5) 


Facsimile
number: (202) 715-9699


 


Park
Bridge Lender Services LLC

as Operating Advisor 


600
Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2017-BNK5 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit MM-1 


     

    

 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of June 1, 2017, by and among Morgan Stanley Capital I Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital
                                         Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as
                                         NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park
                                         Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer
                                         



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:









	 	 	 
	 	 	 
	 	 	 



 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Termination
                                         Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 



    Exhibit MM-2 


     

    

 





		Very
    truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit MM-3 


     

    

 





EXHIBIT
NN


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test] [evidence of [•] failed Test[s] as specifically detailed
                                         on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test pass or a failed Test
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller. In addition, the
                                         Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


  






    Exhibit NN-1 


     

    

 





		PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Asset Representations Reviewer
	 	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 		By:	Park
    Bridge Financial LLC, a New York limited liability company, its sole member


 


	 	By:	 
	 	 	Name:
	 	 	Title:








 






    Exhibit NN-2 


     

    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 





 



    Exhibit NN-3 


     

    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test][evidence of [__] failed Test[s] as identified on the summary
                                         scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 









 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


  






    Exhibit OO-1


     


    

  








	 	PARK BRIDGE
    LENDER SERVICES LLC,
	 	as
    Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge
    Advisors LLC, a New York limited
	 	 	liability
    company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial
    LLC, a New York
	 	 	 	limited liability
    company, its sole member
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  







    Exhibit OO-2


     


    




 


Exhibit
A


 





Summary
Scorecard

[Template Example Below]


  


	Test
failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Mortgage


    Loan Seller	Representations


    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 	 


 



    Exhibit OO-3


     


    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


Call
for Review and Collection and Inventory of Review Materials


  


		Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:



  


		■	CREFC®
                                         Delinquent Mortgage Loan Status Report



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote 



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Subject Loans



 


		■	Review
                                         Materials for each Subject Loan via Secure Data Room access, including



 


		●	Diligence
                                         File



 


		●	Any
                                         servicing comments



 


		●	Other
                                         related information from the related Special Servicer



 


		■	Any
                                         Unsolicited Information (if applicable)



 




Step 2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in
the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents
provided in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage
Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 




    Exhibit PP-1


     


    

 





		Step 3	If ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan
is missing any documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents
and, within the time periods specified in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect
to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) of such missing documents,
and request that the Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing document(s)
to the extent in its possession and (ii) in the event any missing documents are not provided by the Master Servicer or the Special
Servicer, as the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 








		Step 4	For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of such
Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage Loan
Seller with respect to such Subject Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		■	For
                                         each representation and warranty, ARR lists 



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		○	completing
                                         the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
                                         herein with respect to each representation and warranty.



 






    Exhibit PP-2


     


    

 


	 	●     ARR will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated herein.



 


	 	●     ARR may contact the Special Servicer and the Master Servicer to discuss the performance and servicing history and related record for all Subject Loans, including any analysis the Special Servicer may have conducted with respect to the representations and warranties made by the applicable Mortgage Loan Seller with respect to a Subject Loan.



 







    Exhibit PP-3


     


    

 


EXHIBIT
QQ


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - BANK 2017-BNK5





Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, CWCapital Asset Management LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 





		1.	The
                                         undersigned is an authorized representative of [the Asset Representations Reviewer][[_____],
                                         an entity designated by the Depositor to receive access to the secure Data Room].



  


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



  


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




    Exhibit QQ-1


     


    

 





		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  


Dated:
_______


 





	[Morgan Stanley Capital I Inc.,	 
	as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 







 





 



 





*
     Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room.


 




    Exhibit QQ-2


     


    

 


EXHIBIT
RR


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF

 DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina  28202

    Attention:  BANK 2017-BNK5 Asset Manager	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2017-BNK5 – Surveillance

    Manager (with a copy sent contemporaneously 

via email to 

cmbs.notices@parkbridgefinancial.com)
	 	 
	CWCapital
                                         Asset Management LLC

        

        7501
        Wisconsin Avenue, Suite 500 West

        

        Bethesda,
        Maryland 20814

        

        Attention:
        Brian Hanson (BANK 2017-BNK5) 

Facsimile number: (202) 715-9699

         
	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

        

        Arlington,
        Virginia 22202

        

        Attention:
        Kathleen Luzik, Chief Operating Officer

        

        Facsimile
        number (703) 647-3473

        

        Email:
        kluzik@ncb.coop

        

	 	 


		Attention:	BANK
                                         2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing
Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, CWCapital Asset Management LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.



  


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.



  


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 






    Exhibit RR-1


     


    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


	 	Wells
    Fargo Bank, National Association, as Certificate
    Administrator for the Holders of the BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]







 






    Exhibit RR-2


     


    

 


 


 


 






EXHIBIT
SS



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) 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” shall have the respective correlative meaning
thereto.


 






    Exhibit SS-1 


     


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or
under management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning
commercial or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which
has occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated
Loan and the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace
or curative period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund
with committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements
located or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment,


 






    Exhibit SS-2 


     


    

 


purchase,
contest or compromise of any encumbrance, charge or lien which in the judgment of Lender appears to be prior or superior to the
Loan Documents).


 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one
or more of the following:


 


(A)      a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)       an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the
Eligibility Requirements;


 


(C)       an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies
the Eligibility Requirements;


 


(D)       any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)       a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special
Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect
to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A),
(B), (C) or (D) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in
the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or
more entities that are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any
of the relevant trustee, special servicer, or manager fails to meet the requirements of this clause (E), such Person must
be replaced by a Person meeting the requirements of this clause (E) within thirty (30) days; or


 


(F)       an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 






    Exhibit SS-3 


     


    

 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance
Corporation or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating
categories of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the
twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 






    Exhibit SS-4 


     


    

 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.         Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)        Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement,
hereby consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents will not constitute a default or an event which,
with the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated Loan Documents, and
(iii) any application or use of the proceeds of the Loan for purposes other than those provided in the Loan Documents shall
not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)       Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for
purposes other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions
of this Agreement or the Subordinated Loan Documents.


 


2.         Representations
and Warranties.


 


(a)        Subordinated
Lender hereby represents and warrants as follows:


 


(i)         Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)        Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 






    Exhibit SS-5 


     


    

 


(iv)       Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)       Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)      Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to (a) applicable bankruptcy,
reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless of whether
a proceeding is brought in law or in equity.


 


(viii)     To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)       None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to
Subordinated Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any
other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute)
a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated
Lender is a party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in
the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the
properties or assets of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement,
franchise, or other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative
agency or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender
or upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s
knowledge, constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated
Lender.


 






    Exhibit SS-6 


     


    

 


(x)        The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)        Lender
hereby represents and warrants as follows:


 


(i)         Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)        Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 


(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency
and moratorium laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in
law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)    None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance,
mortgage, lease,


 






    Exhibit SS-7 


     


    

 


claim,
security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any such material
contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment, order, injunction,
decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which Lender has knowledge
against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender or (e) to Lender’s
knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)       The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.         Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the “Subordinated Interests”) shall at all times be junior, subject and subordinate
to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights and remedies
contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions thereof
shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and agreed
that the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the Project.
In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced by the
Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and the
obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without limitation,
whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower
and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Documents)
under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance in full of all
amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account of the Subordinated
Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated Lender contrary
to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit of Lender and
shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash)
to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the Loan in accordance
with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making protective advances
(and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence of a default under
the Loan at such time.


 






    Exhibit SS-8 


     


    

 


4.         Modifications,
Amendments, Etc.


 


(a)        Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or
principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the
Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to
exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange
the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or
modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any
other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured
on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the
period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or
premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided,
however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification
in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence
of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i)
(with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated
Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under
the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest
accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.


 


(b)       Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary
obligations of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated
Loan (except that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions
of the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or
subordinate the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional
interest or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar
equity participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct
or indirect interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect
to the manner, timing or method of the application of payments


 






    Exhibit SS-9 


     


    

 


under
the Subordinated Loan Documents, (vi) cross default the Subordinated Loan with any other indebtedness, or (vii) amend
or modify the provisions limiting transfers of interests in the Borrower or the Project. Notwithstanding anything to the contrary
contained herein, if an Event of Default exists under the Subordinated Loan Documents, Subordinated Lender shall be permitted
to modify or amend the Subordinated Loan Documents in connection with a work out or other surrender, compromise, release, renewal
or modification of the Subordinated Loan except that under no conditions shall clause (i), with respect to increases in principal
amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v)
be modified without the written consent of the Lender. In addition and notwithstanding the foregoing provisions of this Section 6(b),
any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result of (A) the making of any
Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions and any compounding
thereof (including default interest), shall not be deemed to contravene this Section 6(b).


 


(c)       Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)       Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of
such applicable instruments have been executed by Subordinated Lender.


 


5.         Default
Notice.


 


(a)       Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)       Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.         Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from


 






    Exhibit SS-10 


     


    

 


any
such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding,
it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in
this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding
amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any
other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and
take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated
Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender
under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under
the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the
extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated
Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to
provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims
for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons
making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which
Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender
shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan
Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion
of the Award made available to the Borrower for the repair or restoration of the Project shall not be subject to attachment by
Subordinated Lender.


 


7.         Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A) due
notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies of
all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits
of the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the
payment of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance
of the Project and next to the payment of principal and interest (including, without limitation, default interest and late payment
charges) due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought
for the foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit
of Lender, all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the
receiver solely for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender
has received all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and
shall not object to, any action


 






    Exhibit SS-11 


     


    

 


or
proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further agrees that it shall
not institute any action or proceeding for the appointment of a receiver at any time during which a receiver shall have already
been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment of a receiver
prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably necessary
to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.         Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.         Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related
transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such
Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder
and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations
and warranties contained herein for the benefit of the Lender.


 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 






    Exhibit SS-12 


     


    

 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.       Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.       Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)        any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)       any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)      any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)      any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 


(v)       any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.       Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.       Estoppel.


 


(a).       Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth
the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel


 






    Exhibit SS-13 


     


    

 


delivered
pursuant to this Section 13 may be relied upon by Lender and by any prospective purchaser of all or any interest in the Loan.


 


(b).      Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.       No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.       Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.       No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.       No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 


18.       Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.       Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.       No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of
the terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower
under the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions,
obligations, covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under
the Subordinated Loan Documents.


 






    Exhibit SS-14 


     


    

 


21.       Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.       Expenses.


 


(a)       Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise
or enforcement of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing
party in any dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions
hereof.


 


(b)       Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that
Subordinated Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe
any of the provisions hereof.


 


23.       Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of injunction, declaratory judgment and specific performance shall be available to such non breaching party.


 


24.       Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.       Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 






    Exhibit SS-15 


     


    

 


26.        Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.       Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.       Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 





	 	LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 
	 	 	 
	 	SUBORDINATED
    LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	



  




    Exhibit SS-16 


     


    

 


 


	STATE
    OF NEW YORK	)
	 	) ss.:
	COUNTY OF
    NEW YORK	)






  


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 





	 		 
	 	Signature
    and Office of individual 

    taking acknowledgment	 



   


	STATE
    OF NEW YORK	)
	 	) ss.:
	COUNTY OF
    NEW YORK	)





 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


 





	 		 
	 	Signature
    and Office of individual 

    taking acknowledgment	 


 




    Exhibit SS-17 


     


    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Del
                                         Amo Fashion Center



 


		2.	Starwood
                                         Capital Group Hotel Portfolio



 


		3.	Westchester
                                         One



 


		4.	Market
                                         Street – Thee Woodlands



 


		5.	Olympic
                                         Tower



 


		6.	iStar
                                         Leased Fee Portfolio



 


		7.	Gateway
                                         Net Lease Portfolio



 


		8.	Crossgates
                                         Commons



 


		9.	Armory
                                         Owners, Inc.



 


		10.	220-55
                                         46th Avenue Owners, Inc.



 


		11.	La
                                         Costa Apartment Corp.



 


		12.	Park
                                         Court Owners, Inc.



 


		13.	West
                                         Gate House, Inc.



 


		14.	2711
                                         Henry Hudson Corp.



 


		15.	Holliswood
                                         Owners Corp.



 


		16.	Belgravia
                                         Gardens Corp.



 


		17.	84
                                         Drive Homes Inc.



 


		18.	775
                                         Loft Corp.



 


		19.	52
                                         Riverside Drive Owners Corp.



 


		20.	Hartsdale
                                         Highlands Tenants Corp.



 


		21.	101
                                         Ellwood Tenants Corp.



 


		22.	17
                                         West Apartments Corp.



 






    Schedule 1-1 


     


    

 


		23.	4265
                                         Webster Avenue Owners, Inc.



 


		24.	20
                                         Bond Owners Corp.



 


		25.	415
                                         West 57th Street Tenants Corporation



 


		26.	The
                                         Bakery, Inc.



 


		27.	Murray
                                         Hill Owners Corp.



 


		28.	Alta
                                         Ave. Apartments Corp.



 


		29.	McCorkle
                                         Cooperative Apartments, Inc.



 


		30.	310
                                         West 18th Street Owners Corp.



 


		31.	Gramercy
                                         Equities Corp.



 


		32.	Barclay
                                         Townhouses at Merrick II Owners Corp.



 


		33.	782
                                         West End Avenue Owners Corp.



  




    Schedule 1-2 


     


    

 


Schedule
2


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


	Distribution
                                         Date 
	 	Class
                                         A-SB Planned 

                                         Principal Balance ($) 



	July
    2017	 	52,700,000.00	 
	August
    2017	 	52,700,000.00	 
	September
    2017	 	52,700,000.00	 
	October
    2017	 	52,700,000.00	 
	November
    2017	 	52,700,000.00	 
	December
    2017	 	52,700,000.00	 
	January
    2018	 	52,700,000.00	 
	February
    2018	 	52,700,000.00	 
	March
    2018	 	52,700,000.00	 
	April
    2018	 	52,700,000.00	 
	May
    2018	 	52,700,000.00	 
	June
    2018	 	52,700,000.00	 
	July
    2018	 	52,700,000.00	 
	August
    2018	 	52,700,000.00	 
	September
    2018	 	52,700,000.00	 
	October
    2018	 	52,700,000.00	 
	November
    2018	 	52,700,000.00	 
	December
    2018	 	52,700,000.00	 
	January
    2019	 	52,700,000.00	 
	February
    2019	 	52,700,000.00	 
	March
    2019	 	52,700,000.00	 
	April
    2019	 	52,700,000.00	 
	May
    2019	 	52,700,000.00	 
	June
    2019	 	52,700,000.00	 
	July
    2019	 	52,700,000.00	 
	August
    2019	 	52,700,000.00	 
	September
    2019	 	52,700,000.00	 
	October
    2019	 	52,700,000.00	 
	November
    2019	 	52,700,000.00	 
	December
    2019	 	52,700,000.00	 
	January
    2020	 	52,700,000.00	 
	February
    2020	 	52,700,000.00	 
	March
    2020	 	52,700,000.00	 
	April
    2020	 	52,700,000.00	 
	May
    2020	 	52,700,000.00	 
	June
    2020	 	52,700,000.00	 
	July
    2020	 	52,700,000.00	 
	August
    2020	 	52,700,000.00	 
	September
    2020	 	52,700,000.00	 
	October
    2020	 	52,700,000.00	 
	November
    2020	 	52,700,000.00	 
	December
    2020	 	52,700,000.00	 
	January
    2021	 	52,700,000.00	 
	February
    2021	 	52,700,000.00	 
	March
    2021	 	52,700,000.00	 
	April
    2021	 	52,700,000.00	 
	May
    2021	 	52,700,000.00	 
	June
    2021	 	52,700,000.00	 
	July
    2021	 	52,700,000.00	 
	August
    2021	 	52,700,000.00	 
	September
    2021	 	52,700,000.00	 
	October
    2021	 	52,700,000.00	 
	November
    2021	 	52,700,000.00	 
	December
    2021	 	52,700,000.00	 
	January
    2022	 	52,700,000.00	 
	February
    2022	 	52,700,000.00	 
	March
    2022	 	52,700,000.00	 
	April
    2022	 	52,700,000.00	 



 




	Distribution
    Date	 	Class
    A-SB Planned 
 Principal
    Balance ($)
	May
    2022	 	52,700,000.00	 
	June
    2022	 	52,607,272.72	 
	July
    2022	 	51,678,162.88	 
	August
    2022	 	50,811,585.48	 
	September
    2022	 	49,941,730.67	 
	October
    2022	 	49,002,863.43	 
	November
    2022	 	48,126,166.23	 
	December
    2022	 	47,180,652.10	 
	January
    2023	 	46,297,061.12	 
	February
    2023	 	45,410,127.89	 
	March
    2023	 	44,324,331.19	 
	April
    2023	 	43,429,931.44	 
	May
    2023	 	42,467,220.52	 
	June
    2023	 	41,565,793.99	 
	July
    2023	 	40,596,257.06	 
	August
    2023	 	39,687,750.97	 
	September
    2023	 	38,775,807.68	 
	October
    2023	 	37,796,054.46	 
	November
    2023	 	36,876,952.61	 
	December
    2023	 	35,890,245.34	 
	January
    2024	 	34,963,931.13	 
	February
    2024	 	34,034,111.87	 
	March
    2024	 	32,929,346.88	 
	April
    2024	 	32,005,638.09	 
	May
    2024	 	31,016,216.57	 
	June
    2024	 	30,085,275.37	 
	July
    2024	 	29,088,828.10	 
	August
    2024	 	28,150,600.22	 
	September
    2024	 	27,208,825.67	 
	October
    2024	 	26,201,854.58	 
	November
    2024	 	25,252,712.02	 
	December
    2024	 	24,238,583.45	 
	January
    2025	 	23,282,017.58	 
	February
    2025	 	22,321,835.20	 
	March
    2025	 	21,174,901.66	 
	April
    2025	 	20,206,749.42	 
	May
    2025	 	19,174,154.32	 
	June
    2025	 	18,198,436.02	 
	July
    2025	 	17,158,491.05	 
	August
    2025	 	16,175,149.90	 
	September
    2025	 	15,277,108.49	 
	October
    2025	 	14,320,750.82	 
	November
    2025	 	13,415,629.13	 
	December
    2025	 	12,452,393.23	 
	January
    2026	 	11,540,137.60	 
	February
    2026	 	10,624,399.02	 
	March
    2026	 	9,542,219.44	 
	April
    2026	 	8,618,849.94	 
	May
    2026	 	7,637,886.98	 
	June
    2026	 	6,707,245.25	 
	July
    2026	 	5,719,217.57	 
	August
    2026	 	4,781,248.48	 
	September
    2026	 	3,839,697.57	 
	October
    2026	 	2,841,072.05	 
	November
    2026	 	1,892,111.09	 
	December
    2026	 	886,286.98	 
	January
    2027 and thereafter	 	0.00	 










     E-1


     


    

 


Schedule
3


 


Mortgage
Loans (OTHER THAN NCB CO-OP MORTGAGE LOANS) With 

Escrows or Reserves exceeding 10% of theIR RESPECTIVE initial 

principal balanceS


 


None.


 






    Schedule 3-1