Exhibit 4.1


 





 


EXECUTION COPY





	 



 


BANC OF AMERICA MERRILL LYNCH
COMMERCIAL MORTGAGE INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Master Servicer


 


C-III ASSET
MANAGEMENT LLC ,
 as Special Servicer


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Certificate Administrator


 


U.S. BANK NATIONAL ASSOCIATION,
 as Trustee,


 


PARK BRIDGE LENDER
SERVICES LLC,

as Operating Advisor


 


and


 


PARK BRIDGE LENDER
SERVICES LLC,

as Asset Representations Reviewer


 





 



 


POOLING AND SERVICING AGREEMENT 


 


Dated as of February 1, 2016


 


 






 


Morgan Stanley Bank of
America Merrill Lynch Trust 2016-C28,

Commercial Mortgage Pass-Through Certificates

Series 2016-C28





	 



 






    	 



    	 



    

 





	 	TABLE OF CONTENTS	 	 
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	 	ARTICLE I	 	 
	 	 	 	 
	 	DEFINITIONS	 	 
	 	 	 	 
	Section 1.01	Defined Terms	 	8
	Section 1.02	Certain Calculations	 	131
	 	 	 	 
	 	ARTICLE II	 	 
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	134
	Section 2.02	Acceptance by Trustee	 	140
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	144
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	159
	Section 2.05	Creation of the Grantor Trust	 	160
	 	 	 	 
	 	ARTICLE III	 	 
	 	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	162
	Section 3.02	Collection of Mortgage Loan Payments	 	169
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	174
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Class E Distribution Account, the Class F Distribution account, the Class G Distribution Account and the Class H Distribution Account	 	178
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	186
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	 	197
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	198
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	203


 






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	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	210
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	214
	Section 3.11	Servicing Compensation	 	215
	Section 3.12	Inspections; Collection of Financial Statements	 	222
	Section 3.13	Access to Certain Information	 	226
	Section 3.14	Title to REO Property; REO Account	 	239
	Section 3.15	Management of REO Property	 	240
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	243
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	 	249
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	252
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	261
	Section 3.20	Sub-Servicing Agreements	 	267
	Section 3.21	Interest Reserve Account	 	270
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	271
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	271
	Section 3.24	Intercreditor Agreements	 	276
	Section 3.25	Rating Agency Confirmation	 	278
	Section 3.26	The Operating Advisor	 	280
	Section 3.27	Companion Paying Agent	 	288
	Section 3.28	Companion Register	 	288
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	289
	Section 3.30	[RESERVED]	 	290
	Section 3.31	[RESERVED]	 	290
	Section 3.32	Litigation Control	 	290
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	293
	 	 	 	 
	 	ARTICLE IV	 	 
	 	 	 	 
	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	 
	 	 	 	 
	Section 4.01	Distributions	 	295
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	309
	Section 4.03	P&I Advances	 	315
	Section 4.04	Allocation of Realized Losses	 	317
	Section 4.05	Appraisal Reduction Amounts	 	319
	Section 4.06	Grantor Trust Reporting	 	323
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	324
	Section 4.08	Secure Data Room	 	327


 



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	 	ARTICLE V	 	 
	 	 	 	 
	 	THE CERTIFICATES	 	 
	 	 	 	 
	Section 5.01	The Certificates	 	329
	Section 5.02	Form and Registration	 	329
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	331
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	339
	Section 5.05	Persons Deemed Owners	 	339
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	340
	Section 5.07	Maintenance of Office or Agency	 	341
	Section 5.08	Appointment of Certificate Administrator	 	341
	Section 5.09	Exchanges of Exchangeable Certificates and Exchangeable Combined Certificates	 	341
	Section 5.10	Voting Procedures	 	346
	 	 	 	 
	 	ARTICLE VI	 	 
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	349
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	354
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	355
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	357
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	 	362
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	363
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	 	363
	Section 6.08	The Directing Certificateholder	 	363
	 	 	 	 
	 	ARTICLE VII	 	 
	 	 	 	 
	 	SERVICER TERMINATION EVENTS	 	 
	 	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	370


 



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	Section 7.02	Trustee to Act; Appointment of Successor	 	377
	Section 7.03	Notification to Certificateholders	 	379
	Section 7.04	Waiver of Servicer Termination Events	 	380
	Section 7.05	Trustee as Maker of Advances	 	380
	 	 	 	 
	 	ARTICLE VIII	 	 
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	382
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	383
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	387
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	387
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	387
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	389
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	389
	Section 8.08	Successor Trustee or Certificate Administrator	 	392
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	393
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	393
	Section 8.11	Appointment of Custodians	 	394
	Section 8.12	Representations and Warranties of the Trustee	 	394
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	396
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	396
	Section 8.15	Compliance with the PATRIOT Act	 	397
	 	 	 	 
	 	ARTICLE IX	 	 
	 	 	 	 
	 	TERMINATION	 	 
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	398
	Section 9.02	Additional Termination Requirements	 	401
	 	 	 	 
	 	ARTICLE X	 	 
	 	 	 	 
	 	ADDITIONAL REMIC PROVISIONS	 	 
	 	 	 	 
	Section 10.01	REMIC Administration	 	403
	Section 10.02	Use of Agents	 	406
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	407
	Section 10.04	Appointment of REMIC Administrators	 	407


 



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	 	ARTICLE XI	 	 
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	 	409
	Section 11.02	Succession; Subcontractors	 	410
	Section 11.03	Filing Obligations	 	412
	Section 11.04	Form 10-D Filings	 	413
	Section 11.05	Form 10-K Filings	 	416
	Section 11.06	Sarbanes-Oxley Certification	 	419
	Section 11.07	Form 8-K Filings	 	420
	Section 11.08	Form 15 Filing	 	422
	Section 11.09	Annual Compliance Statements	 	422
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	424
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	426
	Section 11.12	Indemnification	 	427
	Section 11.13	Amendments	 	430
	Section 11.14	Regulation AB Notices	 	430
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	430
	Section 11.16	[Reserved]	 	436
	Section 11.17	Impact of Cure Period	 	436
	 	 	 	 
	 	ARTICLE XII	 	 
	 	 	 	 
	 	THE ASSET REPRESENTATIONS REVIEWER	 	 
	 	 	 	 
	Section 12.01	Asset Review	 	437
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	442
	Section 12.03	Resignation of the Asset Representations Reviewer	 	444
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	444
	Section 12.05	Termination of the Asset Representations Reviewer	 	444
	 	 	 	 
	 	ARTICLE XIII	 	 
	 	 	 	 
	 	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 
	Section 13.01	Amendment	 	448
	Section 13.02	Recordation of Agreement; Counterparts	 	451
	Section 13.03	Limitation on Rights of Certificateholders	 	452
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	453
	Section 13.05	Notices	 	453
	Section 13.06	Severability of Provisions	 	459
	Section 13.07	Grant of a Security Interest	 	459
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	460


 



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	Section 13.09	Article and Section Headings	 	460
	Section 13.10	Notices to the Rating Agencies	 	460


 






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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	 	[RESERVED]
	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 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 (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	 	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	 	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	 	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	EXHIBIT P-1G	 	Form of Certification of Directing Certificateholder
	EXHIBIT P-2	 	Form of Certification for NRSROs
	EXHIBIT P-3	 	Online Market Data Provider Certification


 






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


 






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	SCHEDULES	 	 
	 	 	 
	SCHEDULE 1	 	Mortgage Loans With Additional Debt
	SCHEDULE 2	 	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	 	Mortgage Loans With a “Performance”, “Earn-Out” or “Holdback” Escrow or a Reserve
    exceeding 10% of the Initial Principal Balance
	SCHEDULE 4	 	Mortgage Loans Subject to a Franchise Agreement
	SCHEDULE 5	 	Mortgage Loans With a Letter of Credit


 






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This Pooling and Servicing
Agreement is dated and effective as of February 1, 2016, among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, U.S. Bank National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and Park Bridge Lender Services LLC, 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 (i) the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account, and (ii) the Trust
Components and the proceeds thereof in the related Distribution Accounts) for federal income tax purposes as two separate real
estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, and
each a “Trust REMIC” as described herein).


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class E Specific Grantor Trust Assets, the Class E-1 Specific Grantor
Trust Assets, the Class E-2 Specific Grantor Trust Assets, the Class F Specific Grantor Trust Assets, the Class F-1 Specific Grantor
Trust Assets, the Class F-2 Specific Grantor Trust Assets, the Class EF Specific Grantor Trust Assets, the Class G-1 Specific Grantor
Trust Assets, the Class G-2 Specific Grantor Trust Assets, the Class G Specific Grantor Trust Assets, the Class EFG Specific Grantor
Trust Assets, the Class H-1 Specific Grantor Trust Assets, the Class H-2 Specific Grantor Trust Assets and the Class H Specific
Grantor Trust Assets, and Class V Specific Grantor Trust Assets, if any, 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
E Certificates will represent undivided beneficial interests in the Class E Specific Grantor Trust Assets, the Class E-1 Certificates
will represent undivided beneficial interests in the Class E-1 Specific Grantor Trust Assets, the Class E-2 Certificates will represent
undivided beneficial interests in the Class E-2 Specific Grantor Trust Assets, the Class F Certificates will represent undivided
beneficial interests in the Class F Specific Grantor Trust Assets, the Class F-1 Certificates will represent undivided beneficial
interests in the Class F-1 Specific Grantor Trust Assets, the Class F-2 Certificates will represent undivided beneficial interests
in the Class F-2 Specific Grantor Trust Assets, the Class EF Certificates will represent undivided beneficial interests in the
Class EF Specific Grantor Trust Assets, the Class G Certificates will represent undivided beneficial interests in the Class G Specific
Grantor Trust Assets, the Class G-1 Certificates will represent undivided beneficial interests in the Class G-1 Specific Grantor
Trust Assets, the Class G-2 Certificates will represent undivided beneficial interests in the Class G-2 Specific Grantor Trust
Assets, the Class EFG Certificates will represent undivided beneficial interests in the Class EFG Specific Grantor Trust Assets,
the Class H Certificates will represent undivided beneficial interests in the Class H Specific Grantor Trust Assets, the Class
H-1 Certificates will represent undivided beneficial interests in the Class H-1 Specific Grantor Trust Assets, the Class H-2


 






    	 



    	 



    

 


Certificates
will represent undivided beneficial interests in the Class H-2 Specific Grantor Trust Assets and the Class V Certificates shall
represent undivided beneficial interests in the Class V Specific Grantor Trust Assets. For the avoidance of doubt, there will
be no Class V Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall take all actions expressly
required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor
trust under federal income tax law and not be treated as part of either Trust REMIC.


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LASB, Class LA3, Class
LA4, Class LAS, Class LB, Class LC, Class LD, Class LE1, Class LE2, Class LF1, Class LF2, Class LG1, Class LG2, Class LH1 and Class
LH2 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)	 	$           25,700,000
	Class LA2	 	(1)	 	$           43,800,000
	Class LASB	 	(1)	 	$           59,300,000
	Class LA3	 	(1)	 	$         215,000,000
	Class LA4	 	(1)	 	$         325,154,000
	Class LAS	 	(1)	 	$           47,782,000
	Class LB	 	(1)	 	$           50,172,000
	Class LC	 	(1)	 	$           46,588,000
	Class LD	 	(1)	 	$           52,560,000
	Class LE1	 	(1)	 	$           14,335,000
	Class LE2	 	(1)	 	$           14,335,000
	Class LF1	 	(1)	 	$             4,778,000
	Class LF2	 	(1)	 	$             4,778,000
	Class LG1	 	(1)	 	$           11,348,500
	Class LG2	 	(1)	 	$           11,348,500
	Class LH1	 	(1)	 	$           14,334,677
	Class LH2	 	(1)	 	$           14,334,677
	Class LR	 	None(2)	 	       None


 






    	-2-



    	 



    

 





 






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


 


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


 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A,
Class X-B, Class X-D, Class A-S, Class B, Class C and Class D Certificates and the Class E Trust Components, Class F Trust Components,
Class G Trust Components and Class H Trust Components, 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 E-1, Class
E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H
and Class V Certificates shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting of
the assets set forth opposite such Class in the following table, in each case as described herein. For the avoidance of doubt,
there are no Class V Specific Grantor Trust Assets in the Trust. 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.


 


	
        Class Designation
	 	
        Corresponding Grantor Trust
Assets

	Class E-1	 	Class E-1 Specific Grantor Trust Assets
	Class E-2	 	Class E-2 Specific Grantor Trust Assets
	Class E	 	Class E Specific Grantor Trust Assets
	Class F-1	 	Class F-1 Specific Grantor Trust Assets
	Class F-2	 	Class F-2 Specific Grantor Trust Assets
	Class F	 	Class F Specific Grantor Trust Assets
	Class EF	 	Class EF Specific Grantor Trust Assets
	Class G-1	 	Class G-1 Specific Grantor Trust Assets
	Class G-2	 	Class G-2 Specific Grantor Trust Assets
	Class G	 	Class G Specific Grantor Trust Assets
	Class EFG	 	Class EFG Specific Grantor Trust Assets
	Class H-1	 	Class H-1 Specific Grantor Trust Assets
	Class H-2	 	Class H-2 Specific Grantor Trust Assets
	Class H	 	Class H Specific Grantor Trust Assets
	Class V	 	Class V Specific Grantor Trust Assets


 






    	-3-



    	 



    

 


THE CERTIFICATES


 


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


 


	Class Designation	 	Initial Pass-Through Rate	 	Original
 Certificate
 Balance or
 Notional Amount*
	Class A-1 Certificates	 	 	1.5310	%	 	$	25,700,000	 
	Class A-2 Certificates	 	 	2.6400	%	 	$	43,800,000	 
	Class A-SB Certificates	 	 	3.2880	%	 	$	59,300,000	 
	Class A-3 Certificates	 	 	3.2720	%	 	$	215,000,000	 
	Class A-4 Certificates	 	 	3.5440	%	 	$	325,154,000	 
	Class X-A Certificates	 	 	1.2980	%(1)	 	$	668,954,000	(2)
	Class X-B Certificates	 	 	0.3143	%(1)	 	$	97,954,000	(2)
	Class X-D Certificates	 	 	1.5953	%(1)	 	$	52,560,000	(2)
	Class A-S Certificates	 	 	3.9510	%	 	$	47,782,000	 
	Class B Certificates	 	 	4.5953	%	 	$	50,172,000	 
	Class C Certificates	 	 	4.5953	%	 	$	46,588,000	 
	Class D Certificates	 	 	3.0000	%	 	$	52,560,000	 
	Class E-1 Certificates and Class E-1 Trust Component	 	 	4.5953	%	 	$	14,335,000	(3)
	Class E-2 Certificates and Class E-2 Trust Component	 	 	4.5953	%	 	$	14,335,000	(4)
	Class E Certificates	 	 	N/A	(5)	 	$	28,670,000	 
	Class F-1 Certificates and Class F-1 Trust Component	 	 	4.5953	%	 	$	4,778,000	(6)
	Class F-2 Certificates and Class F-2 Trust Component	 	 	4.5953	%	 	$	4,778,000	(7)
	Class F Certificates	 	 	N/A	(8)	 	$	9,556,000	 
	Class EF Certificates	 	 	N/A	(9)	 	$	38,226,000	 
	Class G-1 Certificates and Class G-1 Trust Component	 	 	4.5953	%	 	$	11,348,500	(10)
	Class G-2 Certificates and Class G-2 Trust Component	 	 	4.5953	%	 	$	11,348,500	(11)
	Class G Certificates	 	 	  N/A	(12)	 	$	22,697,000	 
	Class EFG Certificates	 	 	  N/A	(13)	 	$	60,923,000	 
	Class H-1 Certificates and Class H-1 Trust Component	 	 	4.5953	%	 	$	14,334,677	(14)
	Class H-2 Certificates and Class H-2 Trust Component	 	 	4.5953	%	 	$	14,334,677	(15)
	Class H Certificates	 	 	   N/A	(16)	 	$	28,669,354	 
	Class R Certificates	 	 	    None	(17)	 	 	N/A    	 
	Class V Certificates	 	 	     None	(17)	 	 	N/A    	 



 





 






		*	In the case of any Class
of Exchangeable Certificates, the amount shown represents the maximum possible initial certificate balance of such class assuming
that no related Exchangeable Combined Certificates representing an interest in the related Trust Component is issued. In the case
of any Class of Exchangeable Combined Certificates, the amount shown represents the maximum possible initial certificate balance
of such class assuming that no related Exchangeable Certificates are issued and that no other class(es) of Exchangeable Combined
Certificates representing an interest in the related ‎Trust Component(s) are issued. The actual initial Certificate Balances
of each Class of Exchangeable Certificates and Exchangeable Combined Certificates are set forth in table entitled “Approximate
Closing Date Certificate Balance of Exchangeable Certificates or Exchangeable Combination Certificates” in Section 5.09(a).



 






    	-4-



    	 



    

 


		(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)	The Original Certificate
Balance of the Class E-1 Trust Component will be $14,335,000 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class E Component E-1, the Class E-1 Component, the Class EF Component E-1 and
the Class EFG Component E-1.



		 	 



		(4)	The Original Certificate
Balance of the Class E-2 Trust Component will be $14,335,000 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class E Component E-2, the Class E-2 Component, the Class EF Component E-2 and
the Class EFG Component E-2.



		 	 



		(5)	The Class E Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class E Components.



		 	 



		(6)	The Original Certificate
Balance of the Class F-1 Trust Component will be $4,778,000 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class F Component F-1, the Class F-1 Component, the Class EF Component F-1 and
the Class EFG Component F-1.



		 	 



		(7)	The Original Certificate
Balance of the Class F-2 Trust Component will be $4,778,000 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class F Component F-2, the Class F-2 Component, the Class EF Component F-2 and
the Class EFG Component F-2.



		 	 



		(8)	The Class F Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class F Components.



		 	 



		(9)	The Class EF Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class EF Components.



		 	 



		(10)	The Original Certificate
Balance of the Class G-1 Trust Component will be $11,348,500 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class G Component G-1, the Class G-1 Component and the Class EFG Component G-1.



		 	 



		(11)	The Original Certificate
Balance of the Class G-2 Trust Component will be $11,348,500 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class G Component G-2, the Class G-2 Component and the Class EFG Component G-2.



		 	 



		(12)	The Class G Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class G Components.



		 	 



		(13)	The Class EFG Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class EFG Components.



		 	 



		(14)	The Original Certificate
Balance of the Class H-1 Trust Component will be $14,334,677 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class H Component H-1 and the Class H-1 Component.



		 	 



		(15)	The Original Certificate
Balance of the Class H-2 Trust Component will be $14,334,677 as provided in Section 5.09(a), and will at all times equal
the aggregate of the Certificate Balances of the Class H Component H-2 and the Class H-2 Component.



		 	 



		(16)	The Class H Certificates
are not regular interests in the Upper-Tier REMIC, but represent ownership of the Class H Components. The Class H Certificates
will not have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Class H Components.



		 	 



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



 






    	-5-



    	 



    

 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $955,648,355.


 


The Penn Square Mall
Non-Serviced Pari Passu Companion Loan, the Penn Square Mall Non-Serviced Subordinate Companion Loan, the Ellenton Premium Outlets
Non-Serviced Pari Passu Companion Loans, the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans, the GLP Industrial
Portfolio A Non-Serviced Subordinate Companion Loans, the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans,
the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans, the University West Apartments Non-Serviced Pari Passu Companion
Loan and any Serviced Subordinate Companion Loan (each a “Companion Loan” and collectively, the “Companion
Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion
Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not
be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement)
will be owned by the related Companion Holders.


 


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


 


The Le Meridien Cambridge
MIT Whole Loan consists of the Le Meridien Cambridge MIT Mortgage Loan and the Le Meridien Cambridge MIT Serviced Pari Passu Companion
Loans. The Le Meridien Cambridge MIT Mortgage Loan and the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans are pari
passu with each other. The Le Meridien Cambridge MIT Mortgage Loan is part of the Trust Fund. The Le Meridien Cambridge MIT
Serviced Pari Passu Companion Loans are not part of the Trust Fund. The Le Meridien Cambridge MIT Mortgage Loan and the Le Meridien
Cambridge MIT Serviced Pari Passu Companion Loans will be serviced and administered in accordance with this Agreement and the Le
Meridien Cambridge MIT Intercreditor Agreement.


 


The Penn Square Mall
Whole Loan is a Non-Serviced Pari Passu-AB Whole Loan that consists of the Penn Square Mall Mortgage Loan, the Penn Square Mall
Non-Serviced Pari Passu Companion Loan and the Penn Square Mall Non-Serviced Subordinate Companion Loan. The Penn Square Mall Mortgage
Loan and the Penn Square Mall Non-Serviced Pari Passu Companion Loan are pari passu with each other. The Penn Square Mall
Non-Serviced Subordinate Companion Loan is subordinate to the Penn Square Mall Mortgage Loan and the Penn Square Mall Non-Serviced
Pari Passu Companion Loan. The Penn Square Mall Mortgage Loan is part of the Trust Fund. The Penn Square Mall Non-Serviced Pari
Passu Companion


 






    	-6-



    	 



    

 


Loan
and the Penn Square Mall Non-Serviced Subordinate Companion Loan are not part of the Trust Fund. The Penn Square Mall Mortgage
Loan, the Penn Square Mall Non-Serviced Pari Passu Companion Loan and the Penn Square Mall Non-Serviced Subordinate Companion
Loan will be serviced and administered in accordance with the MSCI 2016-PSQ Trust and Servicing Agreement and the Penn Square
Mall Intercreditor Agreement.


 


The Ellenton Premium
Outlets Whole Loan consists of the Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets Non-Serviced Pari Passu
Companion Loans. The Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets Non-Serviced Pari Passu Companion
Loans are pari passu with each other. The Ellenton Premium Outlets Mortgage Loan is part of the Trust Fund. The Ellenton
Premium Outlets Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund. The Ellenton Premium Outlets Mortgage Loan
and the Ellenton Premium Outlets Non-Serviced Pari Passu Companion Loans will be serviced and administered in accordance with the
MSCI 2015-UBS8 Pooling and Servicing Agreement and the Ellenton Premium Outlets Intercreditor Agreement.


 


The GLP Industrial Portfolio
A Whole Loan is a Non-Serviced Pari Passu-AB Whole Loan that consists of the GLP Industrial Portfolio A Mortgage Loan, the GLP
Industrial Portfolio A Non-Serviced Pari Passu Companion Loans and the GLP Industrial Portfolio A Non-Serviced Subordinate Companion
Loans. The GLP Industrial Portfolio A Mortgage Loan and the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans
are pari passu with each other. The GLP Industrial Portfolio A Non-Serviced Subordinate Companion Loans are subordinate
to the GLP Industrial Portfolio A Mortgage Loan and the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans. The
GLP Industrial Portfolio A Mortgage Loan is part of the Trust Fund. The GLP Industrial Portfolio A Non-Serviced Pari Passu Companion
Loans and the GLP Industrial Portfolio A Non-Serviced Subordinate Companion Loans are not part of the Trust Fund. The GLP Industrial
Portfolio A Mortgage Loan, the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans and the GLP Industrial Portfolio
A Non-Serviced Subordinate Companion Loans will be serviced and administered in accordance with the CSMC 2015-GLPA Trust and Servicing
Agreement and the GLP Industrial Portfolio A Intercreditor Agreement.


 


The University West Apartments
Whole Loan consists of the University West Apartments Mortgage Loan and the University West Apartments Non-Serviced Pari Passu
Companion Loan. The University West Apartments Mortgage Loan and the University West Apartments Non-Serviced Pari Passu Companion
Loan are pari passu with each other. The University West Apartments Mortgage Loan is part of the Trust Fund. The University
West Apartments Non-Serviced Pari Passu Companion Loan is not part of the Trust Fund. The University West Apartments Mortgage Loan
and the University West Apartments Non-Serviced Pari Passu Companion Loan will be serviced and administered in accordance with
the MSBAM 2015-C27 Pooling and Servicing Agreement and the University West Apartments Intercreditor Agreement.


 


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


 






    	-7-



    	 



    







 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in Annex A-1 to the Prospectus.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer
has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless a Control Termination
Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder
(and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other
than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08
hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related Serviced AB Control Appraisal Period, with the
consent of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement),
that either (a) such


 






    	-8-



    	 



    

 


insurance
is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties
similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located,
or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder (or,
with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior to any Serviced AB Control Appraisal
Period to the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to
the Special Servicer’s request for such consent or consultation; provided, further, that upon the Special
Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer
to consult with the Directing Certificateholder or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the
Special Servicer is not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense
of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in Annex A-1 to the Prospectus.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-9-



    	 



    

 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum (without duplication) 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 any Non-Serviced Mortgage Loan, the related Pari Passu Loan Primary Servicing
Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on Annex A-1 to the Prospectus as being an ARD
Loan, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 






    	-10-



    	 



    

 


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


 






    	-11-



    	 



    

 


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, valuation or information
referred to above (or information reasonably requested from the Master Servicer pursuant to Section 4.05(c) necessary to
calculate the Appraisal Reduction Amount) is received by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall
be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with respect to
an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer
shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such
clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90)
day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further,
however, that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of
such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall
be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder (but
only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection
with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as set forth
in Section 4.05(c), within four (4) Business Days of its receipt of any such request. The Master Servicer will not calculate
Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) hereof, 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 shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


“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


 






    	-12-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as such.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, and its successors-in-interest.


 


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


 


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


 






    	-13-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of
the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable
Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least ten
(10) Mortgage Loans are Delinquent Loans 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 REO Loans (or a portion
of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) 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 and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0%
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable
Collection Period.


 






    	-14-



    	 



    

 


“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 Pari Passu Loan 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).


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(h) of this Agreement) and any REO
Property (including Compensating Interest Payments with respect to the Mortgage Loans


 






    	-15-



    	 



    

 


required to be deposited by the Master Servicer
pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or
credited to any portion of the Collection Account that is held for the benefit of the Companion Holders) as of the close of business
on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-16-



    	 



    

 


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


 


(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).


 


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


 


“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.


 


“BANA Lender
Successor Borrower Right”: has the meaning set forth in Section 3.18(i) hereof.


 


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


 


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


 


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


 


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


 


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


 






    	-17-



    	 



    

 


the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Exhibit
2 to 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 the Master Servicer or the Special Servicer is located, or the New York
Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order
to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C28, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00628%
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 or Trust Components, (i) on or prior to the first
Distribution Date, an amount equal to the


 






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Original
Certificate Balance of such Class or Trust Component as specified in the Preliminary Statement hereto and (ii) as of any date
of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates or
Trust Components on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to
Section 1.02(iii)).


 


The aggregate Certificate
Balance of the Class E-1 Certificates, the Class E Component E-1, the Class EF Component E-1 and the Class EFG Component E-1 shall
be equal at all times to the Certificate Balance of the Class E-1 Trust Component. The aggregate Certificate Balance of the Class
E-2 Certificates, the Class E Component E-2, the Class EF Component E-2 and the Class EFG Component E-2 shall be equal at all times
to the Certificate Balance of the Class E-2 Trust Component. The aggregate Certificate Balance of the Class F-1 Certificates, the
Class F Component E-1, the Class EF Component F-1 and the Class EFG Component F-1 shall be equal at all times to the Certificate
Balance of the Class F-1 Trust Component. The aggregate Certificate Balance of the Class F-2 Certificates, the Class F Component
F-2, the Class EF Component F-2 and the Class EFG Component F-2 shall be equal at all times to the Certificate Balance of the Class
F-2 Trust Component. The aggregate Certificate Balance of the Class G-1 Certificates, the Class G Component G-1 and the Class EFG
Component G-1 shall be equal at all times to the Certificate Balance of the Class G-1 Trust Component. The aggregate Certificate
Balance of the Class G-2 Certificates, the Class G Component G-2 and the Class EFG Component G-2 shall be equal at all times to
the Certificate Balance of the Class G-2 Trust Component. The aggregate Certificate Balance of the Class H-1 Certificates and the
Class H Component H-1 shall be equal at all times to the Certificate Balance of the Class H-1 Trust Component. The aggregate Certificate
Balance of the Class H-2 Certificates and the Class H Component H-2 shall be equal at all times to the Certificate Balance of the
Class H-2 Trust Component.


 


The Certificate Balance
of any Exchangeable Component will be equal to the applicable percentage interest referenced in the definition of such Exchangeable
Component, multiplied by the Certificate Balance of the Trust Component referenced in the definition of such Exchangeable Component.


 


The original and outstanding
Certificate Balances of any Class of Exchangeable Certificates and any Class of Exchangeable Combined Certificates are subject
to adjustment in connection with any exchange of Exchangeable Certificates for Exchangeable Combined Certificates, or vice versa,
in each case in accordance with Section 5.09 hereof.


 


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


 






    	-20-



    	 



    

 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 75% 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
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.


 


“CIBC Lender
Successor Borrower Right” has the meaning set forth in Section 3.18(i) hereof.


 


“Class”:
With respect to any Certificates, Lower-Tier Regular Interests or Trust Component, all of the Certificates bearing the same alphabetical
(and, if applicable, numerical) Class designation and each designated Lower-Tier Regular Interest, and each Class E Trust Component,
each Class F Trust Component, each Class G Trust Component and each Class H Trust Component.


 


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


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.5310%.


 


“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 a fixed rate of 2.6400%.


 


“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 a fixed rate of 3.2720%.


 



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


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5440%.


 


“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 a fixed rate of 3.9510%.


 


“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 a fixed rate of 3.2880%.


 


“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 Weighted Average Net Mortgage Rate
for such Distribution Date.


 


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


 


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


 


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


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0000%.


 


“Class E Certificate”:
Any one of the Certificates with a “Class E” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the


 






    	-22-



    	 



    

 


Authenticating
Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement, and representing beneficial ownership
of the Class E Specific Grantor Trust Assets.


 


“Class E Component”:
Any of the Class E Component E-1 or Class E Component E-2.


 


“Class E Component
E-1”: The Class E-E-1 Exchange Percentage Interest of the Class E-1 Trust Component.


 


“Class E Component
E-2”: The Class E-E-2 Exchange Percentage Interest of the Class E-2 Trust Component.


 


“Class E Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the
benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through
Certificates, Series 2016-C28, Class E Distribution Account”, and which must be an Eligible Account or a subaccount of an
Eligible Account. The Class E Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall
be an asset of the Grantor Trust.


 


“Class E Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class E Components and the proceeds thereof in
the related Distribution Account.


 


“Class E Trust
Components”: The Class E-1 Trust Component and the Class E-2 Trust Component, individually or collectively, as the context
may require.


 


“Class E-1 Certificate”:
Any one of the Certificates with a “Class E-1” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class E-1 Specific Grantor Trust Assets.


 


“Class E-1 Component”:
The Class E-1 Percentage Interest of the Class E-1 Trust Component.


 


“Class E-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class E-1 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class E-1 Certificates and (b) the Certificate Balance
of the Class E-1 Trust Component. As of the Closing Date, the Class E-1 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 






    	-23-



    	 



    

 


“Class E-1 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class E-1 Component and the proceeds thereof in
the related Distribution Account.


 


“Class E-1 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class E, Class E-1, Class EF and/or Class EFG Certificates. The Class E-1 Trust Component will be held in
the Grantor Trust.


 


“Class E-2 Certificate”:
Any one of the Certificates with a “Class E-2” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class E-2 Specific Grantor Trust Assets.


 


“Class E-2 Component”:
The Class E-2 Percentage Interest of the Class E-2 Trust Component.


 


“Class E-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class E-2 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class E-2 Certificates and (b) the Certificate Balance
of the Class E-2 Trust Component. As of the Closing Date, the Class E-E-2 Exchange Percentage Interest will be the amount set forth
in the table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class E-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class E-2 Component and the proceeds thereof in
the related Distribution Account.


 


“Class E-2 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class E, Class E-2, Class EF and/or Class EFG Certificates. The Class E-2 Trust Component will be held in
the Grantor Trust.


 


“Class E-E-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class E Certificates and (b) the Certificate Balance of the Class E-1 Trust Component. As of the Closing Date, the
Class E-E-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class E-E-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class E Certificates and (b) the Certificate Balance of the Class E-2 Trust Component. As of the Closing Date, the
Class E-E-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 






    	-24-



    	 



    

 


“Class EF Certificate”:
Any one of the Certificates with a “Class EF” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class EF Specific Grantor Trust Assets.


 


“Class EF Component”:
Any of the Class EF Component E-1, Class EF Component E-2, Class EF Component F-1 or Class EF Component F-2.


 


“Class EF Component
E-1”: The Class EF-E-1 Exchange Percentage Interest of the Class E-1 Trust Component.


 


“Class EF Component
E-2”: The Class EF-E-2 Exchange Percentage Interest of the Class E-2 Trust Component.


 


“Class EF Component
F-1”: The Class EF-F-1 Exchange Percentage Interest of the Class F-1 Trust Component.


 


“Class EF Component
F-2”: The Class EF-F-2 Exchange Percentage Interest of the Class F-2 Trust Component.


 


“Class EF Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class EF Components and the proceeds thereof in
the related Distribution Account.


 


“Class EF-E-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EF Certificates and (b) the Certificate Balance of the Class E-1 Trust Component. As of the Closing Date,
the Class EF-E-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EF-E-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EF Certificates and (b) the Certificate Balance of the Class E-2 Trust Component. As of the Closing Date,
the Class EF-E-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EF-F-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EF Certificates and (b) the Certificate Balance of the Class F-1 Trust Component. As of the Closing Date,
the Class EF-F-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EF-F-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EF Certificates and (b) the Certificate Balance of the Class F-2 Trust Component. As of the Closing Date,
the Class EF-F-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 






    	-25-



    	 



    

 


“Class EFG Certificate”:
Any one of the Certificates with a “Class EFG” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class EFG Specific Grantor Trust Assets.


 


“Class EFG Component”:
Any of the Class EFG Component E-1, Class EFG Component E-2, Class EFG Component F-1, Class EFG Component F-2, Class EFG Component
G-1 or Class EFG Component G-2.


 


“Class EFG Component
E-1”: The Class EFG-E-1 Exchange Percentage Interest of the Class E-1 Trust Component.


 


“Class EFG Component
E-2”: The Class EFG-E-2 Exchange Percentage Interest of the Class E-2 Trust Component.


 


“Class EFG Component
F-1”: The Class EFG-F-1 Exchange Percentage Interest of the Class F-1 Trust Component.


 


“Class EFG Component
F-2”: The Class EFG-F-2 Exchange Percentage Interest of the Class F-2 Trust Component.


 


“Class EFG Component
G-1”: The Class EFG-G-1 Exchange Percentage Interest of the Class G-1 Trust Component.


 


“Class EFG Component
G-2”: The Class EFG-G-2 Exchange Percentage Interest of the Class G-2 Trust Component.


 


“Class EFG-E-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and (b) the Certificate Balance of the Class E-1 Trust Component. As of the Closing Date,
the Class EFG-E-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EFG-E-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and (b) the Certificate Balance of the Class E-2 Trust Component. As of the Closing Date,
the Class EFG-E-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EFG-F-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and (b) the Certificate Balance of the Class F-1 Trust Component. As of the Closing Date,
the Class EFG-F-1 Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class EFG-F-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and


 






    	-26-



    	 



    

 


(b) the
Certificate Balance of the Class F-2 Trust Component. As of the Closing Date, the Class EFG-F-2 Exchange Percentage Interest will
be the amount set forth in the table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class EFG-G-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and (b) the Certificate Balance of the Class G-1 Trust Component. As of the Closing Date,
the Class EFG-G-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EFG-G-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class EFG Certificates and (b) the Certificate Balance of the Class G-2 Trust Component. As of the Closing Date,
the Class EFG-G-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage
Interests” in Section 5.09(a).


 


“Class EFG Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class EFG Components and the proceeds thereof
in the related Distribution Account.


 


“Class F Certificate”:
Any one of the Certificates with a “Class F” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class F Specific Grantor Trust Assets.


 


“Class F Component”:
Any of the Class F Component F-1 or Class F Component F-2.


 


“Class F Component
F-1”: The Class F-F-1 Exchange Percentage Interest of the Class F-1 Trust Component.


 


“Class F Component
F-2”: The Class F-F-2 Exchange Percentage Interest of the Class F-2 Trust Component.


 


“Class F Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit
of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28, Class F Distribution Account”, and which must be an Eligible Account or a subaccount of an Eligible Account.
The Class F Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the
Grantor Trust.


 


“Class F Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class F Components and the proceeds thereof in
the related Distribution Account.


 






    	-27-



    	 



    

 


“Class F Trust
Components”: The Class F-1 Trust Component and the Class F-2 Trust Component, individually or collectively, as the context
may require.


 


“Class F-1 Certificate”:
Any one of the Certificates with a “Class F-1” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class F-1 Specific Grantor Trust Assets.


 


“Class F-1 Component”:
The Class F-1 Percentage Interest of the Class F-1 Trust Component.


 


“Class F-1 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-1 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class F-1 Certificates and (b) the Certificate Balance
of the Class F-1 Trust Component. As of the Closing Date, the Class F-1 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class F-1 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class F-1 Component and the proceeds thereof in
the related Distribution Account.


 


“Class F-1 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class F, Class F-1, Class EF and/or Class EFG Certificates. The Class F-1 Trust Component will be held in
the Grantor Trust.


 


“Class F-2 Certificate”:
Any one of the Certificates with a “Class F-2” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class F-2 Specific Grantor Trust Assets.


 


“Class F-2 Component”:
The Class F-2 Percentage Interest of the Class F-2 Trust Component.


 


“Class F-2 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-2 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class F-2 Certificates and (b) the Certificate Balance
of the Class F-2 Trust Component. As of the Closing Date, the Class F-2 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 






    	-28-



    	 



    

 


“Class F-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class F-2 Component and the proceeds thereof in
the related Distribution Account.


 


“Class F-2 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class F, Class F-2, Class EF and/or Class EFG Certificates. The Class F-2 Trust Component will be held in
the Grantor Trust.


 


“Class F-F-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class F Certificates and (b) the Certificate Balance of the Class F-1 Trust Component. As of the Closing Date, the
Class F-F-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class F-F-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class F Certificates and (b) the Certificate Balance of the Class F-2 Trust Component. As of the Closing Date, the
Class F-F-2 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class G Certificate”:
Any one of the Certificates with a “Class G” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class G Specific Grantor Trust Assets.


 


“Class G Component”:
Any of the Class G Component G-1 or Class G Component G-2.


 


“Class G Component
G-1”: The Class G-G-1 Exchange Percentage Interest of the Class G-1 Trust Component.


 


“Class G Component
G-2”: The Class G-G-2 Exchange Percentage Interest of the Class G-2 Trust Component.


 


“Class G Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit
of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28, Class G Distribution Account”, and which must be an Eligible Account or a subaccount of an Eligible Account.
The Class G Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the
Grantor Trust.


 


“Class G Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class G Components and the proceeds thereof in
the related Distribution Account.


 






    	-29-



    	 



    

 


“Class G Trust
Components”: The Class G-1 Trust Component and the Class G-2 Trust Component, individually or collectively, as the context
may require.


 


“Class G-1 Certificate”:
Any one of the Certificates with a “Class G-1” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class G-1 Specific Grantor Trust Assets.


 


“Class G-1 Component”:
The Class G-1 Percentage Interest of the Class G-1 Trust Component.


 


“Class G-1 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-1 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class G-1 Certificates and (b) the Certificate Balance
of the Class G-1 Trust Component. As of the Closing Date, the Class G-1 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class G-1 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class G-1 Component and the proceeds thereof in
the related Distribution Account.


 


“Class G-1 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class G, Class G-1 and/or Class EFG Certificates. The Class G-1 Trust Component will be held in the Grantor
Trust.


 


“Class G-2 Certificate”:
Any one of the Certificates with a “Class G-2” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class G-2 Specific Grantor Trust Assets.


 


“Class G-2 Component”:
The Class G-2 Percentage Interest of the Class G-2 Trust Component. “Class G-2 Trust Component”: An uncertificated
“regular interest” in the Upper-Tier REMIC, beneficial ownership of which will be represented by the Class G, Class
G-2 and/or Class EFG Certificates. The Class G-2 Trust Component will be held in the Grantor Trust.


 


“Class G-2 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-2 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class G-2 Certificates and (b) the Certificate Balance
of the Class G-2 Trust Component. As of the Closing Date, the Class G-2 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 






    	-30-



    	 



    

 


“Class G-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class G-2 Component and the proceeds thereof in
the related Distribution Account.


 


“Class G-1 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class G, Class G-2 and/or Class EFG Certificates. The Class G-2 Trust Component will be held in the Grantor
Trust.


 


“Class G-G-1
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class G Certificates and (b) the Certificate Balance of the Class G-1 Trust Component. As of the Closing Date, the
Class G-G-1 Exchange Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class G-G-2
Exchange Percentage Interest”: The quotient of (a) the product of the related Exchange Proportion and the Certificate
Balance of the Class G Certificates and (b) the Certificate Balance of the Class G-2 Trust Component. As of the Closing Date, the
Class G-G-2 Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests”
in Section 5.09(a).


 


“Class H Certificate”:
Any one of the Certificates with a “Class H” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class H Specific Grantor Trust Assets.


 


“Class H Component”:
Any of the Class H Component H-1 or Class H Component H-2.


 


“Class H Component
H-1”: The Class H-1 Exchange Percentage Interest of the Class H-1 Trust Component.


 


“Class H Component
H-2”: The Class H-2 Exchange Percentage Interest of the Class H-2 Trust Component.


 


“Class H Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit
of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28, Class H Distribution Account”, and which must be an Eligible Account or a subaccount of an Eligible Account.
The Class H Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the
Grantor Trust.


 


“Class H Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class H Components and the proceeds thereof in
the related Distribution Account.


 






    	-31-



    	 



    

 


“Class H Trust
Components”: The Class H-1 Trust Component and the Class H-2 Trust Component, individually or collectively, as the context
may require.


 


“Class H-1 Certificate”:
Any one of the Certificates with a “Class H-1” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class H-1 Specific Grantor Trust Assets.


 


“Class H-1 Component”:
The Class H-1 Percentage Interest of the Class H-1 Trust Component.


 


“Class H-1 Exchange
Percentage Interest”: 100.0% minus the Class H-1 Percentage Interest. As of the Closing Date, the Class H-1 Exchange
Percentage Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests” in Section
5.09(a).


 


“Class H-1 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-1 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class H-1 Certificates and (b) the Certificate Balance
of the Class H-1 Trust Component. As of the Closing Date, the Class H-1 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class H-1 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class H-1 Component and the proceeds thereof in
the related Distribution Account.


 


“Class H-1 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class H and/or Class H-1 Certificates. The Class H-1 Trust Component will be held in the Grantor Trust.


 


“Class H-2 Certificate”:
Any one of the Certificates with a “Class H-2” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement,
and representing beneficial ownership of the Class H-2 Specific Grantor Trust Assets.


 


“Class H-2 Component”:
The Class H-2 Percentage Interest of the Class H-2 Trust Component.


 


“Class H-2 Exchange
Percentage Interest”: 100.0% minus the Class H-2 Percentage Interest. As of the Closing Date, the Class H-2 Percentage
Interest will be the amount set forth in the table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class H-2 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.


 






    	-32-



    	 



    

 


“Class H-2 Percentage
Interest”: The quotient of (a) the Certificate Balance of the Class H-2 Certificates and (b) the Certificate Balance
of the Class H-2 Trust Component. As of the Closing Date, the Class H-2 Percentage Interest will be the amount set forth in the
table entitled “Closing Date Percentage Interests” in Section 5.09(a).


 


“Class H-2 Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Class H-2 Component and the proceeds thereof in
the related Distribution Account.


 


“Class H-2 Trust
Component”: An uncertificated “regular interest” in the Upper-Tier REMIC, beneficial ownership of which will
be represented by the Class H and/or Class H-2 Certificates. The Class H-2 Trust Component will be held in the Grantor Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-33-



    	 



    

 


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


 


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


 


“Class LE1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LE2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LF1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LF2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LG1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LG2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LH1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LH2 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


 






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


 


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


 


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


 


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


 


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


 


“Class V Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest Distribution
Account and the proceeds thereof. For the avoidance doubt, there are no Class V Specific Grantor Trust Assets in the Trust.


 


“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-1, Class A-2, Class
A-SB, Class A-3 and Class A-4 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-1, Class A-2, Class A-SB, Class A-3 and Class A-4 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.


 






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“Class X-B Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S and Class B 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
on the Class A-S and Class B 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-B Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


“Class X YM
Distribution Amount”: As defined in Section 4.01(e).


 


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


 


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


 


“Closing Date”:
February 25, 2016.


 


“Closing Date
Interest Deposit Amount”: $121,988.43.


 


“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.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered
holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28,
Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor


 






    	-36-



    	 



    

 


Agreement
and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


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


 


“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 Companion Holders, which shall be entitled “Wells Fargo
Bank, National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the Companion
Holders of the Companion Loans, relating to the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28, 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 Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the
second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
As defined in the Preliminary Statement.


 


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


 


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


 


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


 






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“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.005% per annum, (B) all Prepayment Interest Excesses received by the
Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and,
so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such
Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment.
In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing
the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage
Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise
in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing
Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred
and is continuing, and only with respect to Mortgage Loans other than Excluded Loans, the Directing Certificateholder or (Z) in
connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest
Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in
connection with such Prohibited Prepayments.


 


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


 


“Consultation
Termination Event”: At any date at which (i) there is no grouping of Control Eligible Certificates as to which the related
Trust Components, collectively, have a then-outstanding Certificate Balance at least equal to 25% of the initial aggregate Certificate
Balance of such Trust Components, in each case, without regard to the application of any Appraisal Reduction Amounts; or (ii) the
Holder of a majority of the aggregate Certificate Balance of the Class E-1, Class E-2, Class E, Class EF and Class EFG Certificates
(such majority determined counting only the portion of the Certificate Balance of each such Class


 






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evidencing
an interest in the Class E Trust Components) 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 any such Class
of Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;
provided, however, that a Consultation Termination Event shall be deemed not continuing in the event that the Certificate
Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments
on the Mortgage Loans.


 


“Control Eligible
Certificates”: All Classes of Certificates, collectively, within each of the following four (4) groupings of Certificates:
(i) the Classes of Certificates related to the Class E Trust Components, being the Class E-1, Class E-2, Class E, Class EF and
Class EFG Certificates, in the case of each such Class, only to the extent evidencing an interest in the Class E Trust Components
(and the aggregate Certificate Balance of this grouping of Certificates shall only take into account the portion of the Certificate
Balance of each such Class representing an interest in the Class E Trust Components); (ii) the Classes of Certificates related
to the Class F Trust Components, being the Class F-1, Class F-2, Class F, Class EF and Class EFG Certificates, in the case of each
such Class, only to the extent evidencing an interest in the Class F Trust Components (and the aggregate Certificate Balance of
this grouping of Certificates shall only take into account the portion of the Certificate Balance of each such Class representing
an interest in the Class F Trust Components); (iii) the Classes of Certificates related to the Class G Trust Components, being
the Class G-1, Class G-2, Class G and Class EFG Certificates, in the case of each such Class, only to the extent evidencing an
interest in the Class G Trust Components (and the aggregate Certificate Balance of this grouping of Certificates shall only take
into account the portion of the Certificate Balance of each such Class representing an interest in the Class G Trust Components)
and (iv) the Classes of Certificates related to the Class H Trust Components, being the Class H-1, Class H-2 and Class H Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Class E-1 Trust Component and the Class E-2 Trust Component have an aggregate Certificate
Balance (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of
such Trust Components in accordance with Section 4.05(a) hereof) of less than 25% of the initial aggregate Certificate Balance
of such Trust Components or (ii) the Holder of a majority of the aggregate Certificate Balance of the Class E-1, Class E-2, Class
E, Class EF and Class EFG Certificates (such majority determined counting only the portion of the Certificate Balance of each such
Class evidencing an interest in the Class E Trust Components) has irrevocably waived its right, in writing, to exercise any of
the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class
certificateholder pursuant to Section 3.23(l); provided, however, that a Control Termination Event shall be
deemed not continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates
have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, all Classes of Certificates, collectively, within the grouping of Control Eligible
Certificates that relates to the Controlling


 






    	-39-



    	 



    

 


Trust
Components (and the aggregate Certificate Balance of such grouping of Certificates shall only take into account the portion of
the Certificate Balance of each such Class representing an interest in the related Controlling Trust Components). The Controlling
Class as of the Closing Date will be, collectively, the Class H-1 Certificates and the Class H-2 Certificates and, to the extent
any Class H-1 Certificates and Class H-2 Certificates have been exchanged for Class H Certificates, 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 Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to rely on any such list so provided.


 


“Controlling
Trust Component”: The most subordinate pair of Trust Components, collectively, having the same alphabetical designation
with an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 4.05(a), at least equal to 25% of the aggregate initial Certificate Balance of such Trust Components; provided,
that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced
to zero as a result of principal payments on the Mortgage Loans, then the Controlling Trust Components shall be the most subordinate
pair of Trust Components having the same alphabetical designation that have an aggregate Certificate Balance greater than zero
without regard to any Appraisal Reduction Amounts. The Controlling Trust Components as of the Closing Date will be the Class H
Trust Components.


 


“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, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479 0113; (ii) with respect to the Trustee at 190 S. LaSalle Street, 7th Floor, Mail
Code MK-IL-SL7C, Chicago, Illinois 60603, Attention: MSBAM 2016-C28; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), MSBAM 2016-C28, telecopy number
(410) 715-2380.


 


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


 






    	-40-



    	 



    

 


Companion
Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned
to the Master Servicer pursuant to Section 3.19(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 Servicer from
the Lower-Tier REMIC.


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven 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 and (7) CREFC® Special Servicer Loan File) and nine surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®
REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI
Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have
a Companion Loan, as


 






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applicable,
the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include
the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall include
the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer Realized
Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan
Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package
shall be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation
of such information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to
state information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may
conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan
Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer
(if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer,
by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 






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“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 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.


 






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“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 Servicer.


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates (calculated without giving
effect to the exchange of any Class of Exchangeable Certificates for any Class or Classes of Exchangeable Combined Certificates)
have all previously been reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the underlying
group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual mortgage loans
that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted mortgage loans.


 


“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.


 


“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


 






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“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 lesser 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 and (b) the debt service coverage ratio for
the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution (which may be based upon an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller) shall not be greater than the greater of (a) the loan-to-value ratio, expressed as a whole number percentage
(taken to one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s))
set forth in Annex A-1 to the Prospectus plus 10% and (b) the loan-to-value ratio, expressed as a whole number percentage
(taken to one decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s)
at the time of repurchase or substitution, (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, and (iv) the related Mortgage Loan Seller causes the affected
Crossed Underlying Loan(s) to become not cross-collateralized and cross-defaulted with the related remaining Crossed Underlying
Loan(s) 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).


 


“CSMC 2015-GLPA
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 15, 2015, among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, AEGON USA Realty Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator, as from time to time amended, supplemented or modified relating to the issuance of the CSMC Trust 2015-GLPA, Commercial
Mortgage Pass-Through Certificates, Series 2015-GLPA.


 


“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 as an agent of the Trustee pursuant to Section 8.11 as a document custodian for the
Mortgage Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or 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 February 2016, or with respect to any Mortgage
Loan that has its first


 






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Due Date
in March 2016, the date that would have otherwise been the related Due Date in February 2016.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


“Deleted Mortgage
Loan”: As defined in Section 2.03(b).


 


“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”:
Banc of America Merrill Lynch Commercial Mortgage 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.


 


“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 March 2016.


 


“Diligence File”:
With respect to each Mortgage Loan collectively the following documents in electronic format:


 


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


 






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(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); provided that any such Mortgage Note
may be endorsed by the applicable Mortgage Loan Seller to the order of the Trustee in accordance with the terms of the related
Mortgage Loan Purchase Agreement;


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


(xiii)       all
related environmental reports; and


 


(xiv)       all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


(h)          for
any Mortgage Loan as to which the related Mortgaged Property 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;


 






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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)           a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


(w)          a
copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;


 


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


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be C-III Collateral Management LLC, a Delaware limited liability company. 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


 






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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 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 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. 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 a 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, the Controlling Class Certificateholder holding the next largest aggregate Certificate Balance (or a
representative thereof) will be the Directing Certificateholder. In the event each 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) hereof 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. Notwithstanding anything to the contrary herein, neither the Depositor nor any Affiliate thereof may serve
as Directing Certificateholder, and solely for purposes of determining the identity of or selecting the Directing Certificateholder,
any Control Eligible Certificates held by the Depositor or any Affiliate thereof will be deemed not to be outstanding.


 


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


 






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


 


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


 


“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 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 Certificate Administrator based upon an Opinion
of Counsel as provided to the Certificate Administrator (at no expense to 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


 






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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, the Excess
Interest Distribution Account, the Class E Distribution Account, the Class F Distribution Account, the Class G Distribution Account
and the Class H 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 March 2016. The initial
Distribution Date shall be March 17, 2016.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: 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 unsecured debt obligations of which
are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less


 






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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 of which
are rated at least “A” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and the
short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits are
to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated at
least “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, and the short-term debt obligations 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 and “A” from 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) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt
rating shall be at least “P-1” from Moody’s and “F2” from Fitch (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 by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in
a Rating Agency Confirmation); (iii) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank,
National Association’s long term unsecured debt or deposit account rating shall be at least “A2” from Moody’s,
“A” from Fitch 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 PNC Bank, National Association’s
short-term deposit account or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F1”
from Fitch and “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating 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); (iv) such other account or accounts that, but for
the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)
– (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which
the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account
or accounts not listed in clauses (i) – (iii) 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 securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency


 






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Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be
an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (vi)
a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository
institution or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the
deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1”
from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company
is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear
interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of 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,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or
otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special
servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make
the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is
not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, a master servicer


 






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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
the Special Servicer; 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.


 


“Ellenton Premium
Outlets Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 5, 2015, by and between
the holders of the Ellenton Premium Outlets Non-Serviced Pari Passu Companion Loans and the holder of the Ellenton Premium Outlets
Mortgage Loan, relating to the relative rights of such holders of the Ellenton Premium Outlets Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“Ellenton Premium
Outlets Mortgage Loan”: With respect to the Ellenton Premium Outlets Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-4, and is
pari passu in right of payment with the Ellenton Premium Outlets Non-Serviced Pari Passu Companion Loans to the extent set
forth in the Ellenton Premium Outlets Intercreditor Agreement.


 


“Ellenton Premium
Outlets Mortgaged Property”: The Mortgaged Property that secures the Ellenton Premium Outlets Whole Loan.


 


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


 


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


 


“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”:
As defined in Section 2.03(k)(i) of this Agreement.


 






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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG,
Class H-1, Class H-2 and Class H Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee,
for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through
Certificates, Series 2016-C28, Class V, Excess Interest Distribution Account”, and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall
be an asset of the Grantor Trust.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced


 






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Companion Loan or Serviced Subordinate Companion Loan, if applicable,
unless prohibited under the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer,
as applicable, as compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only
to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


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


 


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


 


“Excess Rate”:
With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in Annex A-1 to the Prospectus.


 


“Excess Servicing
Fee”: With respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto),
that portion of the Servicing Fee that accrues in the same manner as the Servicing Fee at a per annum rate equal to the
Excess Servicing Fee Rate.


 


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto),
a rate per annum equal to the Servicing Fee Rate minus 0.005% (0.5 basis points); provided, that such rate shall
be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.05 of this Agreement
(if no successor is appointed in accordance with such Section) or any


 






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termination of the Master Servicer pursuant to Section
7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 6.05
of this Agreement.


 


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


 


“Exchangeable
Certificates”: As defined in Section 5.09(a).


 


“Exchangeable
Combined Certificate”: As defined in Section 5.09(a).


 


“Exchangeable
Component”: As defined in Section 5.09(a).


 


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


 


“Exchange Percentage
Interest”: The Class E-1 Percentage Interest, the Class E-2 Percentage Interest, the Class E-E-1 Exchange Percentage
Interest, the Class E-E-2 Exchange Percentage Interest, the Class F-1 Percentage Interest, the Class F-2 Percentage Interest, the
Class F-F-1 Exchange Percentage Interest, the Class F-F-2 Exchange Percentage Interest, the Class EF-E-1 Exchange Percentage Interest,
the Class EF-E-2 Exchange Percentage Interest, the Class EF-F-1 Exchange Percentage Interest, the Class EF-F-2 Exchange Percentage
Interest, the Class G-1 Percentage Interest, the Class G-2 Percentage Interest, the Class G-G-1 Exchange Percentage Interest, the
Class G-G-2 Exchange Percentage Interest, the Class EFG-E-1 Exchange Percentage Interest, the Class EFG-E-2 Exchange Percentage
Interest, the Class EFG-F-1 Exchange Percentage Interest, the Class EFG-F-2 Exchange Percentage Interest, the Class EFG-G-1 Exchange
Percentage Interest, the Class EFG-G-2 Exchange Percentage Interest, the Class H-1 Percentage Interest, the Class H-1 Exchange
Percentage Interest, the Class H-2 Percentage Interest and the Class H-2 Exchange Percentage Interest, individually or collectively,
as the context may require.


 


“Exchange Proportion”:
As defined in Section 5.09(a).


 


“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”, such Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
provide notice in the form of Exhibit P-1D hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the
Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05 of
this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink


 






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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. For the
avoidance of doubt, if a Person is not an Excluded Controlling Class Holder, such Person is also not an Excluded Holder. As of
the Closing Date, there are no Excluded Controlling Class Holders related to this Trust.


 


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


 


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


 


“Excluded Loan”:
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. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class
Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect any Excluded Special Servicer Loan, a special servicer that is not a Borrower Party and satisfies
all of the eligibility requirements applicable to the Special Servicer set forth in 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 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(e) and
Section 3.26(f), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special
Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer
or the Operating Advisor, as applicable. 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) shall not be considered “Excluded Special Servicer Information”.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer with respect to any Defaulted Loan (and, if applicable,
any defaulted Companion Loan) or Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be,
that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement,
(ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant
to Section


 






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3.16 or (iii) the Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of
the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment
was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section
3.07(b), will ultimately be recoverable.


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
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 greater of the Purchase Price for such Mortgage Loan on the
date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal
and all other outstanding amounts had been paid with respect to such Mortgage Loan.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of U.S.
Bank National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


“GLP Industrial
Portfolio A Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 15, 2015, by and among the
holders of the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans, the holders of the GLP Industrial Portfolio
A Non-Serviced Subordinate Companion Loans and the holder of the GLP Industrial Portfolio A Mortgage Loan, relating to the relative
rights of such holders of the GLP Industrial Portfolio A Whole Loan, as the same may be further amended in accordance with the
terms thereof.


 






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“GLP Industrial
Portfolio A Mortgage Loan”: With respect to the GLP Industrial Portfolio A Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-4, and
is pari passu in right of payment with the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans and senior
in right of payment to the GLP Industrial Portfolio A Non-Serviced Subordinate Companion Loans to the extent set forth in the GLP
Industrial Portfolio A Intercreditor Agreement.


 


“GLP Industrial
Portfolio A Mortgaged Property”: The Mortgaged Property that secures the GLP Industrial Portfolio A Whole Loan.


 


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


 


“GLP Industrial
Portfolio A Non-Serviced Subordinate Companion Loans”: With respect to the GLP Industrial Portfolio A Whole Loan, as
of the Closing Date, the Companion Loans evidenced by the related promissory notes designated as promissory notes B-1 and B-2,
made by the related Mortgagor and secured by the Mortgage on the GLP Industrial Portfolio A Mortgaged Property, which are not included
in the Trust and which are subordinate in right of payment to the GLP Industrial Portfolio A Mortgage Loan and the GLP Industrial
Portfolio A Non-Serviced Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided
in the GLP Industrial Portfolio A Intercreditor Agreement.


 


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


 


“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.


 






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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material
direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director
or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate
thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance
of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect
to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the
Trustee, any


 






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Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or
derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the Special
Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of
Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor
and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the Princeton Pike Corporate Center Intercreditor Agreement, the Penn Square Mall Intercreditor Agreement,
the Ellenton Premium Outlets Intercreditor Agreement, the GLP Industrial Portfolio A Intercreditor Agreement, the Le Meridien Cambridge
MIT Intercreditor Agreement, the University West Apartments Intercreditor Agreement and any Serviced AB Intercreditor Agreement
and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than any Exchangeable Combined
Certificates) and any Trust Components, the amount of interest for the related Interest Accrual Period accrued at the Pass-Through
Rate for such Class of Certificates or Trust Components 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 any Exchangeable Combined Certificates) and any
Trust Component for any Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such
Class of Certificates or Trust Component for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such
Class of Certificates or Trust Component for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated
to such Class of Certificates (other than any Exchangeable Combined Certificates) or Trust Component 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 any Exchangeable Combined Certificates) or Trust Component 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


 






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the denominator of which is the aggregate Interest Accrual Amounts for all
Classes of Regular Certificates and Trust Components 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 U.S. Bank National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, 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 any Exchangeable Combined Certificates)
and any Trust Component, the sum of (a) the portion of the Interest Distribution Amount for such Class or Trust Component remaining
unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) other
than in the case of Class X Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable
to such Class for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on
that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any Sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by 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.


 


“IntraLinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor
and Mortgage Loan Sellers to accept and upload the Diligence Files.


 


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


 


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


 


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


 






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“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a
prospective purchaser of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the
foregoing), (ii) that either (a) such Person is not a Borrower Party,
in which case such Person shall have access to all the reports and information made available to Certificateholders via
the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded
Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate Administrator, (iii)
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 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).


 


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


 


“Late Collections”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which


 






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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.


 


“Le Meridien
Cambridge MIT Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of February 5, 2016, by
and between the holders of the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans and the holder of the Le Meridien
Cambridge MIT Mortgage Loan, relating to the relative rights of such holders of the Le Meridien Cambridge MIT Whole Loan, as the
same may be further amended in accordance with the terms thereof.


 


“Le Meridien
Cambridge MIT Mortgage Loan”: With respect to the Le Meridien Cambridge MIT Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans to the extent set
forth in the Le Meridien Cambridge MIT Intercreditor Agreement.


 


“Le Meridien
Cambridge MIT Mortgaged Property”: The Mortgaged Property that secures the Le Meridien Cambridge MIT Whole Loan.


 


“Le Meridien
Cambridge MIT Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets
include the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans.


 


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


 






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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted payoff
from the related Mortgagor 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;
provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced
Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or
any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the
Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the
Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any
substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended
Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of


 






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“Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during
that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach
of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to
the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e)
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses
(a) through (e) above, the Special Servicer may still charge, collect and retain a Liquidation Fee and similar fees
from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that
the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid
by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable,
or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection
with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment
within ninety (90)-days of receipt of notice of a breach (and giving effect to an extension period of ninety (90)-days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan)
and REO Property; provided that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation
Fee Rate will be equal to such rate as would result in an aggregate Liquidation Fee equal to $25,000;
provided, further, that in no event will the Liquidation Fee payable in respect of any Specially Serviced Loan or
REO Property exceed $1,000,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full of the Mortgage Loan) 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 or guarantor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any
REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller
pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the


 






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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 Serviced
Subordinate Companion Loan 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(h) of this Agreement (provided that, for the purpose of determining the amount of the
Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such
Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)
is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole
Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable
to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


“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 or Related Trust Component on the Distribution Date immediately prior to such date of determination (determined
as adjusted pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS, Class LB, Class LC,
Class LD, Class LE1, Class LE2, Class LF1, Class LF2, Class LG1, Class LG2, Class LH1 and Class LH2 Uncertificated Interests.


 


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


 






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“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 U.S. Bank National Association,
as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial
Mortgage Pass-Through Certificates, Series 2016-C28, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in interest and assigns,
or any successor appointed as allowed herein.


 


“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 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


 






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evidenced by a signed writing) agreed to by the Master
Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance
fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


“Money Term”:
With respect to any Mortgage Loan or Serviced Companion Loan, the stated Maturity Date, Mortgage Rate, principal balance, amortization
term or payment frequency or any provision of such mortgage loan or Serviced Companion Loan requiring the payment of a Prepayment
Premium or Yield Maintenance Charge (but does not include late fee or default interest provisions).


 


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


 


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


 


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


 


“Mortgage File”:
The mortgage documents listed below (provided, that references to the Mortgage File for any Serviced Subordinate Companion
Loan shall refer to the Mortgage File for the related Serviced AB Mortgage Loan and the Mortgage Note evidencing such Serviced
Subordinate Companion Loan):


 


(i)          the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “Pay to the order of U.S. Bank National Association, as Trustee for Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, without recourse,
representation or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit and indemnity
with a copy of the Mortgage Note attached thereto;


 


(ii)        the
original Mortgage, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy


 






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of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording
is customary in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow
company to be a true copy thereof; provided that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 45th day following the Closing Date because of a delay caused by the public recording office
where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost after recordation,
the Mortgage Loan Seller shall deliver or cause to be delivered to the Trustee (or the Custodian on its behalf) a true and correct
copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate
of the applicable Mortgage Loan Seller stating that such original Mortgage has been sent to the appropriate public recording official
for recordation or (B) in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate
county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


(iii)       the
originals of all agreements modifying a Money Term or other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon, or if such original modification, consolidation or extension agreements have been delivered
to the appropriate recording office for recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been lost after recordation, true copies of such modifications,
consolidations or extensions certified by the applicable Mortgage Loan Seller together with (A) in the case of a delay caused by
the public recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller stating that such original modification,
consolidation or extension agreement has been dispatched or sent to the appropriate public recording official for recordation or
(B) in the case of an original modification, consolidation or extension agreement that has been lost after recordation, a certification
by the appropriate county recording office where such document is recorded that such copy is a true and complete copy of the original
recorded modification, consolidation or extension agreement, and the originals of all assumption agreements, if any;


 


(iv)        an
original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust
2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28” (or, in the case of a Serviced AB Whole Loan, substantially
similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced
Subordinate Companion Loan or Serviced Companion Loan));


 


(v)          originals
of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder’s office for recordation, certified true


 






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copies of such assignments of Mortgage
certified by the applicable Mortgage Loan Seller, or in the case of an original blanket intervening assignment of Mortgage retained
by the applicable Mortgage Loan Seller, a copy thereof certified by the applicable Mortgage Loan Seller or, if any original intervening
assignment of Mortgage has not yet been returned on or prior to the 45th day following the Closing Date from the applicable
recording office or has been lost after recordation, a true and correct copy thereof, together with (A) in the case of a delay
caused by the public recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller stating that such
original intervening assignment of Mortgage has been sent to the appropriate public recording official for recordation or (B) in
the case of an original intervening assignment of Mortgage that has been lost after recordation, a certification by the appropriate
county recording office where such assignment is recorded that such copy is a true and complete copy of the original recorded intervening
assignment of Mortgage;


 


(vi)        if
the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to the 45th day following the Closing Date
from the applicable public recording office, a copy of such Assignment of Leases certified by the applicable Mortgage Loan Seller
to be a true and complete copy of the original Assignment of Leases submitted for recording, together with (A) an original of each
assignment of such Assignment of Leases with evidence of recording thereon and showing a complete recorded chain of assignment
from the named assignee to the holder of record, and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified by the applicable Mortgage Loan Seller to be a
true and complete copy of the original assignment submitted for recording, and (B) an original assignment of such Assignment of
Leases, in recordable form, signed by the holder of record in favor of U.S. Bank National Association, as Trustee for Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28” (or, in the
case of a Serviced Whole Loan, substantially similar language notating an assignment in favor of the Trustee (in such capacity
and on behalf of the holders of any related Serviced Subordinate Companion Loan or Serviced Companion Loan)), which assignment
may be effected in the related Assignment of Mortgage;


 


(vii)       the
original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan;


 


(viii)      the
original (which may be electronic) or a copy (which may be electronic) title insurance policy or if such title insurance policy
has not been issued, an original binder or actual title commitment or a copy (which may be electronic) thereof certified by the
title company with the original (which may be electronic) or a copy (which may be electronic) title insurance policy to follow
within 180 days of the Closing Date or a preliminary title report binding on the


 






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title company with an original (which may be electronic)
or a copy (which may be electronic) title insurance policy to follow within 180 days of the Closing Date;


 


(ix)        any
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable mortgage loan seller;


 


(x)          copies
of the related ground lease(s), space lease(s) or air rights lease(s), if any, related to any Mortgage Loan where the Mortgagor
is the lessee under any such lease and there is a lien in favor of the mortgagee in such lease;


 


(xi)        copies
of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation,
any Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement);


 


(xii)       either
(A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be assigned
to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to be held by the Master
Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan,
this Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan,
which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held by the Custodian on behalf of the Trustee,
and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan, this
Agreement (it being understood that each Mortgage Loan Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the letter of credit that the letter of credit and
the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days (but in any event to
obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement
to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian and the Trustee)) or a reissued
letter of credit and (c) to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure
of the 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). In the case of clause (B) above, the Master Servicer acknowledges that any letter of credit held
by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its rights to service the applicable
Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially
Serviced Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case, at the
expense of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;


 






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(xiii)      the
original or a copy of the environmental indemnity agreement, if any, related to any Mortgage Loan;


 


(xiv)       third-party
management agreements, if any, with respect to any Mortgaged Property;


 


(xv)        copies
of any environmental insurance policy;


 


(xvi)       copies
of any affidavit and indemnification agreement;


 


(xvii)      if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement provided to the applicable Mortgage Loan Seller in connection
with such Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel certificate
or any comfort letter delivered by the franchisor for the benefit of the holder of the Mortgage Loan in connection with the applicable
Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan; and (c) if the related Mortgage Loan is a franchise
Mortgage Loan, a copy of the notice (to the extent such a notice is required under the terms of the related franchise, management
or similar agreement) to the related franchisor stating that the franchise Mortgage Loan has been transferred to the Trust and
requesting a replacement comfort letter in favor of the Trust (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; and


 


(xviii)     with
respect to any Non-Serviced Mortgage Loan, a copy of the related Non-Serviced PSA;


 


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


 






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by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit
of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively.


 


Notwithstanding any of the foregoing to
the contrary, with respect to any Non-Serviced Mortgage Loan, (A) if the Custodian is not also the related Non-Serviced Custodian,
the preceding document delivery requirements shall be met by the delivery by the applicable Seller of copies of the documents specified
above (other than the Mortgage Notes (and all intervening endorsements) respectively evidencing such Non-Serviced Mortgage Loan
with respect to which the originals shall be required), including a copy of the Non-Serviced Mortgage Loan Mortgage, and the requirement
to deliver any of the preceding documents in the name of the Trustee shall be met by the delivery of such documents in the name
of the Non-Serviced Mortgage Loan Trustee for the benefit of, among others, the Trustee, as holder of such Non-Serviced Mortgage
Loan, or (B) if (and only for so long as) the Custodian is also the related Non-Serviced Custodian, the preceding document delivery
requirements shall be met by (1) the delivery by the applicable Seller of originals of the documents described in clause (i)
and (2) custody of the documents specified in clauses (ii) through (xviii) above by the related Non-Serviced
Custodian pursuant to the related Non-Serviced PSA; provided, that if any document specified in clauses (ii) through
(xviii) above was not or was not required to be delivered to the related Non-Serviced Custodian in connection with the related
Other Securitization, the applicable Seller shall deliver such document to the Custodian; provided, further, that
(a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders that, as of
the Closing Date, it is the related Non-Serviced Custodian for such Non-Serviced Mortgage Loan; (b) 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;
(c) 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; (d) 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 (xviii) 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.


 


In addition, the applicable Mortgage Loan
Seller shall deliver (A) with respect to a Serviced Companion Loan, a copy of the related Mortgage Note evidencing such Serviced
Companion Loan and (B) with respect to a Non-Serviced Companion Loan, a copy of the related Mortgage Note evidencing such Non-Serviced
Companion Loan.


 






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“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. For the avoidance of
doubt, no BANA Lender Successor Borrower Right, CIBC Lender Successor Borrower Right, SMF III Lender Successor Borrower Right or
MSMCH Seller Defeasance Rights and Obligations is part of a “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
name of the Mortgage Loan Seller;


 


(iii)       the
name of the related Mortgaged Property;


 


(iv)        the
Cut-off Date Balance;


 


(v)          the
Mortgagor’s name;


 


(vi)        the
street address (including city and state);


 


(vii)       the
date of the related promissory note;


 


(viii)      the
Maturity Date;


 


(ix)        the
Mortgage Rate in effect at origination;


 


(x)          the
original term and remaining to stated maturity or, if applicable, Anticipated Repayment Date;


 






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(xi)        remaining
term to stated maturity or, if applicable, Anticipated Repayment Date;


 


(xii)       the
original amortization term;


 


(xiii)      whether
the loan is an ARD Loan;


 


(xiv)       the
Primary Servicing Fee rate; and


 


(xv)        the
Pari Passu Loan Primary Servicing Fee Rate.


 


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


 


“Mortgage Loan
Seller”: Each of (i) Bank of America, National Association, a national banking association, or its successor in interest,
(ii) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its successor in interest, (iii) CIBC
Inc., a Delaware corporation, or its successor in interest, and (iv) Starwood Mortgage Funding III LLC, a Delaware limited liability
company, or its successor in interest.


 


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


 


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


 


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


 


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


 


“MSBAM 2015-C27
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2015, among Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Situs Holdings, LLC, as trust advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National
Association, as certificate


 






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administrator, certificate registrar, authenticating agent and custodian, as from time to time amended,
supplemented or modified relating to the issuance of the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial
Mortgage Pass-Through Certificates, Series 2015-C27.


 


“MSCI 2015-UBS8
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2015, among Morgan Stanley
Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Situs Holdings, LLC, as trust advisor, and Wells Fargo Bank, National Association, as trustee,
certificate administrator, certificate registrar, authenticating agent and custodian, as from time to time amended, supplemented
or modified relating to the issuance of the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8.


 


“MSCI 2016-PSQ
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of January 1, 2016, between Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Wells Fargo Bank, National Association, as special
servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
as from time to time amended, supplemented or modified relating to the issuance of the Morgan Stanley Capital I Trust 2016-PSQ

Commercial Mortgage Pass-Through Certificates, Series 2016-PSQ.


 


“MSMCH Seller
Defeasance Rights and Obligations”: has the meaning set forth in Section 3.18(i) hereof.


 


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


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or 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 and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to


 






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any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor; provided, further,
that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have
to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate
for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March
(or February, if the related Distribution Date is the final Distribution Date) (commencing in 2017), shall be determined inclusive
of the amounts withheld in the immediately preceding January and February, if applicable; and provided, further,
that, with respect to each Actual/360 Mortgage Loan and with respect to the Distribution Date in March 2016, the Closing Date Interest
Deposit Amount will be included in determining the Net Mortgage Rate. With respect to any REO Loan, the Net Mortgage Rate shall
be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


“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


 






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recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect
to any Specially Serviced Loan and, prior to the occurrence of a Consultation Termination Event (other than with respect to any
Excluded Loan), in consultation with the Directing Certificateholder), make a determination in accordance with the Servicing Standard,
that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan,
to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the
Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied
upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special
Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable
and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I
Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination
that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master
Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable,
in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest advance
with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not be binding
on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage
Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee,
as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage 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 Master Servicer, Special Servicer or Trustee, as applicable,
will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage
Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is”
or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) regarding the possibility and effects of future adverse changes


 






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with respect to such Mortgaged Properties,
(b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future
expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special
Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things)
the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such
consideration, the recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds
are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed
or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled
to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect
to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred
or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s
determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination
by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been
made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed
recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or
the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and
in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate shall
set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s
or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be
entitled to conclusively rely on the Special


 






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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, in the reasonable judgment of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan,
Serviced Whole Loan or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable,
as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available
for such recovery, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a
Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time
of such consideration, is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage
Loan are a source of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery
of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of
the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as
to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by
the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been
made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed
recoverability


 






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determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer
or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and
in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that
the Special Servicer may, at its option (with respect to any Specially Serviced Loan and, prior to the occurrence of a Consultation
Termination Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder) make a
determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a
Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any
Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of
such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the
right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property
inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make
such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan
or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder
with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make
Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to
conclusively rely on the Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be
entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency
advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into


 






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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-1, Class E-2, Class
E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H, Class R or
Class V Certificate.


 


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


 


“Non-Serviced
Companion Loan”: Each Non-Serviced Pari Passu Companion Loan and each Non-Serviced Subordinate Companion Loan.


 


“Non-Serviced
Controlling Holder”: The “directing holder”, “controlling class certificateholder” or similarly
defined party under a Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the Penn Square Mall Intercreditor Agreement, the Ellenton Premium Outlets Intercreditor
Agreement, the GLP Industrial Portfolio A Intercreditor Agreement and the University West Apartments Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Penn Square Mall Mortgage Loan, the Ellenton Premium Outlets Mortgage Loan, the GLP Industrial
Portfolio A Mortgage Loan and the University West Apartments Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Penn Square Mall Mortgaged Property, the Ellenton Premium Outlets Mortgaged Property,
the GLP Industrial Portfolio A Mortgaged Property and the University West Apartments Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” or “Trust Advisor” under a Non-Serviced PSA.


 






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“Non-Serviced
Pari Passu-AB Whole Loan”: Each of the Penn Square Mall Whole Loan and the GLP Industrial Portfolio A Whole Loan.


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the Penn Square Mall Non-Serviced Pari Passu Companion Loans, the Ellenton Premium
Outlets Non-Serviced Pari Passu Companion Loans, the GLP Industrial Portfolio A Non-Serviced Pari Passu Companion Loans and the
University West Apartments Non-Serviced Pari Passu Companion Loans.


 


“Non-Serviced
Pari Passu Whole Loan”: Each of the Ellenton Premium Outlets Whole Loan and the University West Apartments Whole Loan.


 


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


 


“Non-Serviced
PSA”: With respect to (i) the Penn Square Mall Whole Loan, the MSCI 2016-PSQ Trust and Servicing Agreement, (ii) the
Ellenton Premium Outlets Whole Loan, the MSCI 2015-UBS8 Pooling and Servicing Agreement, (iii) the GLP Industrial Portfolio A Whole
Loan, the CSMC 2015-GLPA Trust and Servicing Agreement and (iv) the University West Apartments Whole Loan, the MSBAM 2015-C27 Pooling
and Servicing Agreement.


 


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


 


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Pari-Passu AB Whole Loan, the related subordinate companion
loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related Non-Serviced
Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the related Non-Serviced
Mortgage Loan and the Non-Serviced Pari-Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and
as provided in the related Intercreditor Agreement. The only Non-Serviced Subordinate Companion Loans related to the Trust as of
the Closing Date are the Penn Square Mall Non-Serviced Subordinate Companion Loan and the GLP Industrial Portfolio A Non-Serviced
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 Penn Square Mall Whole Loan, the Ellenton Premium Outlets Whole Loan, the GLP Industrial Portfolio
A Whole Loan and the University West Apartments Whole Loan.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Operating Advisor”:
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(d).


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay)
with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans), 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, that the Master Servicer
or 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


 






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is in accordance with the Servicing Standard (provided that
the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction).


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a rate equal to
(i) 0.0020% per annum with respect to each Mortgage Loan and REO Loan (other than the Princeton Pike Corporate Center Mortgage
Loan and the Le Meridien Cambridge MIT Mortgage Loan), (ii) 0.0050% per annum with respect to the Princeton Pike Corporate
Center Mortgage Loan, and (iii) 0.0070% per annum with respect to the Le Meridien Cambridge MIT Mortgage Loan.


 


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


 






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period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Original Certificate
Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement and with respect to each Trust Component, as provided
in Section 5.09(a).


 






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“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 and 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 Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any
Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, 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 pooling and servicing agreement that creates a trust whose assets include any Serviced
Companion Loan. For the avoidance of doubt, the Princeton Pike Corporate Center Pooling and Servicing Agreement and the Le Meridien
Cambridge MIT Pooling and Servicing Agreement shall be an Other Pooling and Servicing Agreement.


 


“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 or any portion of an REO Loan related to a Companion
Loan), any advance


 






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made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


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


 


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


 


“Pari Passu
Loan Primary Servicing Fee Rate”: The “master servicing fee rate” (or analogous term) (as defined in the
related Non-Serviced PSA) and any other servicing fee rate payable to the applicable Non-Serviced Master Servicer applicable to
any Non-Serviced Mortgage Loan. The Pari Passu Loan Primary Servicing Fee Rate for the Penn Square Mall Mortgage Loan is 0.00250%;
the Pari Passu Loan Primary Servicing Fee Rate for the Ellenton Premium Outlets Mortgage Loan is 0.00250%; the Pari Passu Loan
Primary Servicing Fee Rate for the GLP Industrial Portfolio A Mortgage Loan is 0.00125%; and the Pari Passu Loan Primary Servicing
Fee Rate for the University West Apartments Mortgage Loan is 0.00500%.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-SB Pass-Through Rate, the
Class A-3 Pass-Through Rate, the Class A-4 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-1 Pass-Through Rate, the Class E-2 Pass-Through Rate, the
Class F-1 Pass-Through Rate, the Class F-2 Pass-Through Rate, the Class G-1 Pass-Through Rate, the Class G-2 Pass-Through Rate,
the Class H-1 Pass-Through Rate, the Class H-2 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.


 


“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.


 


“Penn Square
Mall Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of February 11, 2016, by and between
the holder of the Penn Square Mall Non-Serviced Pari Passu Companion Loan, the holder of the Penn Square Mall Non-Serviced Subordinate
Companion Loan and the holder of the Penn Square Mall Mortgage Loan, relating to the relative rights of such holders of the Penn
Square Mall Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Penn Square
Mall Mortgage Loan”: With respect to the Penn Square Mall Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-1B, and is pari


 






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passu in right of payment with the Penn Square Mall Non-Serviced Pari Passu Companion Loan and senior in right of payment to
the Penn Square Mall Non-Serviced Subordinate Companion Loan to the extent set forth in the Penn Square Mall Intercreditor Agreement.


 


“Penn Square
Mall Mortgaged Property”: The Mortgaged Property that secures the Penn Square Mall Whole Loan.


 


“Penn Square
Mall Non-Serviced Pari Passu Companion Loan”: With respect to the Penn Square Mall Whole Loan, as of the Closing Date,
the Companion Loan evidenced by the related promissory note designated as promissory note A-1A and A-1C, made by the related Mortgagor
and secured by the Mortgage on the Penn Square Mall Mortgaged Property, which is not included in the Trust and which is pari
passu in right of payment to the Penn Square Mall Mortgage Loan and senior in right of payment to the Penn Square Mall Non-Serviced
Subordinate Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Penn Square Mall
Intercreditor Agreement.


 


“Penn Square
Mall Non-Serviced Subordinate Companion Loan”: With respect to the Penn Square Mall Whole Loan, as of the Closing Date,
the Companion Loan evidenced by the related promissory note designated as promissory note A-2, made by the related Mortgagor and
secured by the Mortgage on the Penn Square Mall Mortgaged Property, which is not included in the Trust and which is subordinate
in right of payment to the Penn Square Mall Mortgage Loan and the Penn Square Mall Non-Serviced Pari Passu Companion Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the Penn Square Mall Intercreditor Agreement.


 


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


 


“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. For these purposes on any date of determination, (i) the “Denomination as of the Closing Date” of any
Exchangeable Certificate or any Exchangeable Combined Certificate received in an exchange will be determined as if such
Certificate was part of the related Class on the Closing Date, (ii) the “Denomination as of the Closing Date” of any
Exchangeable Certificate or any Exchangeable Combined Certificate surrendered in an exchange will be determined as if such
Certificate was not part of the related Class on the Closing Date and (iii) the “initial Certificate Balance” of the
related Class of Exchangeable Certificates or Exchangeable Combined Certificates will be determined as if such Class consisted
only of the Certificates composing the Class on that date of determination and


 






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such Certificates had been outstanding as of the
Closing Date. With respect to a Class R Certificate 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 Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided
that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation of Fannie Mae
or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class
of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;


 


(ii)        time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated
at least “A2” by Moody’s, (B) in the case of such investments with


 






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maturities of three (3) months or less, but
more than thirty (30) days, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments
with maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “Aa3”
by Moody’s, (D) in the case of such investments with maturities of more than six (6) months, the short-term obligations of
which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa”
by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable
to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates), (E) 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)), (F) 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)) and (G) the commercial paper or other
short- term debt obligations of such depository institution or trust company are rated in the highest rating categories of each
Rating Agency or such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


 


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


 


(iv)        debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which 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 (in the case of DBRS, if then rated by DBRS and, if not so rated, by two
other NRSROs (which may be Moody’s and/or Fitch)), if the obligations mature within 60 days; 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;


 






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(v)          commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other entity
organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in one (1)
year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency (in the
case of DBRS, if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch));


 


(vi)        money
market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if not
rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS,
Moody’s and/or S&P)) and the highest money market fund category by Moody’s (or, if not rated by Moody’s,
otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may
include the investments referred to in clause (i) hereof if so qualified that (a) have substantially all of their assets
invested continuously in the types of investments referred to in clause (i) above and (b) have net assets of not less than
$5,000,000,000;


 


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, 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 or (b) if such instrument may be redeemed at
a price below the purchase price; and provided,


 






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further, however, that no amount beneficially owned by any
Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense,
to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.


 


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


 


“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(m).


 


“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


 






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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 from such Due Date to, but not including, the date of such prepayment (or any later
date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls
or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced 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 Serviced Subordinate Companion Loan and then to the related Mortgage
Loan.


 


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


 


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


 






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


 


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


 


“Princeton Pike
Corporate Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of February 19, 2016,
by and between the holders of the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans and the holder of the Princeton
Pike Corporate Center Mortgage Loan, relating to the relative rights of such holders of the Princeton Pike Corporate Center Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 


“Princeton Pike
Corporate Center Mortgage Loan”: With respect to the Princeton Pike Corporate Center Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory note
A-1, and is pari passu in right of payment with the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans
to the extent set forth in the Princeton Pike Corporate Center Intercreditor Agreement.


 


“Princeton Pike
Corporate Center Mortgaged Property”: The Mortgaged Property that secures the Princeton Pike Corporate Center Whole Loan.


 


“Princeton Pike
Corporate Center Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets
include the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans.


 


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


 


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


 






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Corporate Center Mortgage Loan and the Princeton Pike Corporate Center Serviced Pari Passu
Companion Loans.


 


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


 


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


 


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


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed
on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution
Date will be zero. If Exchangeable Certificates are exchanged for Exchangeable Combined Certificates, then all Principal Shortfalls
that would otherwise be distributable to such exchanged Exchangeable Certificates shall be deemed allocable to such Exchangeable
Combined Certificates, without duplication. Similarly, if Exchangeable Combined Certificates are exchanged for Exchangeable Certificates,
then all Principal Shortfalls that would otherwise be distributable to such Exchangeable Combined Certificates shall be deemed
allocable to such Exchangeable Certificates, without duplication.


 


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


 






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


 


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


 


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


 






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Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor,
as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless be a Privileged
Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special Servicer Information
specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any information related to
the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s employees
or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) and clause (ii) above; provided, further,
that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan
and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded
Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, however, that
any Excluded Controlling Class Holder shall be permitted to 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 Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated February 12, 2016.


 


“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 successor 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 successor REO Loan) as of the date of purchase; plus


 






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(ii)        all
accrued and unpaid interest on the Mortgage Loan (or any related successor REO 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 successor REO Loan, if any; plus


 


(iv)        if
such Mortgage Loan (or successor REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to
Section 5 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee (to the extent
not previously paid by the related Mortgage Loan Seller), all expenses reasonably incurred or to be incurred by the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations Reviewer 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 successor 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) hereof; plus


 


(v)          Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or successor REO Loan) (which will not include any Liquidation Fees if
such repurchase occurs prior to the expiration of the Extended Cure Period).


 


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 successor REO Loan. With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes
of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan
and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of
the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A)
and subclause (C) hereof, the


 






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“Purchase Price” shall not include any amounts payable in respect of any related
Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may
include Fitch and/or DBRS) or (B) one NRSRO (which may include Fitch or DBRS) and A.M. Best Company, Inc.), (b) “A(low)”
by DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one other nationally recognized insurance
rating organization (which may include Moody’s or Fitch)) and (c) “A” by Fitch (or, if not rated by Fitch, at
least “A-” or an equivalent rating as “A-” by one other nationally recognized insurance rating organization
(which may include Moody’s or DBRS)) 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) with at least one of the following ratings: (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.


 


“Qualified Mortgage
Material Defect”: As defined in Section 2.03(b).


 


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


 






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“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan replacing a removed Mortgage Loan that must, on the date of substitution:
(i) has an outstanding principal balance, after deduction of the principal portion of the Periodic Payment due in the month of
substitution, not in excess of the Stated Principal Balance of the removed Mortgage Loan; provided, that, to the extent
that the principal balance of such Mortgage Loan is less than the Stated Principal Balance of the removed Mortgage Loan, then such
differential in principal amount, together with interest thereon at the Mortgage Rate on the related Mortgage Loan from the date
as to which interest was last paid through the last day of the month in which such substitution occurs, shall be paid by the party
effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as a Principal
Prepayment hereunder; (ii) is accruing interest at a rate of interest at least equal to that of the removed Mortgage Loan; (iii)
has a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the removed Mortgage
Loan; (iv) has an original loan-to-value ratio not higher than that of the removed Mortgage Loan and a current loan-to-value ratio
(equal to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher than
the current loan-to-value ratio of the removed Mortgage Loan and has a current debt service coverage ratio equal to or greater
than the current debt service coverage ratio of the removed Mortgage Loan; (v) will comply with all of the representations and
warranties relating to Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution;
(vi) has an environmental report relating to the related Mortgaged Property in its Mortgage Files and such environmental report
does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard, raise material
issues that have not been adequately addressed; (vii) has an engineering report relating to the related Mortgaged Property in its
Mortgage Files and such engineering report does not, in the good faith reasonable judgment of the Special Servicer, consistent
with the Servicing Standard raise material issues that have not been adequately addressed; and (viii) as to which the Trustee and
the Certificate Administrator have received an Opinion of Counsel, at the related Seller’s expense, that such Mortgage Loan
is a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; provided that no
Mortgage Loan may have a Maturity Date after the date three (3) years prior to the Rated Final Distribution Date, and provided,
further, that no such Mortgage Loan shall be substituted for a removed Mortgage Loan unless a Rating Agency Confirmation
has been obtained from each Rating Agency (the cost to be paid by the related Mortgage Loan Seller), and provided, further,
that, so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded
Loan, no such Mortgage Loan shall be substituted for a removed Mortgage Loan unless the Directing Certificateholder shall have
approved of such substitution (provided, that such approval of the Directing Certificateholder may not be unreasonably withheld),
and provided, further, that no Mortgage Loan may be replaced by more than one substituted mortgage loan.


 


When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that such 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 of a Consultation Termination Event, the Directing Certificateholder.


 


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


 






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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in January 2049.


 


“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 nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of DBRS, Fitch and Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating Agency
Communication”: With respect to any action, any written communication intended for a Rating Agency relating to such action,
which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document format suitable
for website posting to the 17g-5 Information Provider (which will be required to post such request on the 17g-5 Information Provider’s
Website in accordance with this Agreement).


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in any format that is consistent with
the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought, including,
without limitation, by way of electronic communication, press release (provided such press release has been posted to the
17g-5 Information Provider’s website) or any other written communication and need not be directed or addressed to any party
to this Agreement) 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) which Rating Agency Confirmation may be obtained or deemed not to apply pursuant to Section
3.25; provided that a written waiver or other acknowledgment from a 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 such Rating Agency with respect to such matter and the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may proceed with the contemplated action(s) as if it had received the Rating Agency
Confirmation. At any time during which no Certificates are rated by a Rating Agency, a Rating Agency Confirmation shall not be
required from that Rating Agency.


 


“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”:
As defined in Section 4.04(a).


 


“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.


 



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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


“Related Certificates”,
“Related Trust Component” and “Related Lower-Tier Regular Interests”: For each of the following
Classes of Certificates and Trust Components, 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 or Trust Components set forth below:


 






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        Related Certificates

or Trust Component
	 	
        Related Lower-Tier Regular
Interest 

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E-1 Trust Component	 	Class LE1 Uncertificated Interest
	Class E-2 Trust Component	 	Class LE2 Uncertificated Interest
	Class F-1 Trust Component	 	Class LF1 Uncertificated Interest
	Class F-2 Trust Component	 	Class LF2 Uncertificated Interest
	Class G-1 Trust Component	 	Class LG1 Uncertificated Interest
	Class G-2 Trust Component	 	Class LG2 Uncertificated Interest
	Class H-1 Trust Component	 	Class LH1 Uncertificated Interest
	Class H-2 Trust Component	 	Class LH2 Uncertificated Interest


 


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


 


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


 


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


 


“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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“Retained Defeasance
Rights and Obligations”: Any of the BANA Lender Successor Borrower Right, the MSMCH Seller Defeasance Rights and Obligations,
the CIBC Lender Successor Borrower Right or the SMF III Lender Successor Borrower Right.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “C-III Asset Management LLC, as Special Servicer,
on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, REO Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Retained Fee
Rate”: An amount equal to 0.0000% per annum with respect to each Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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“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 (other than the Class A-S Certificates) or Class X Certificate.


 


“Serviced AB
Control Appraisal Period”: With respect to any Serviced Subordinate Companion Loan, the period during which (a)(i) the
initial principal balance of such Serviced Subordinate Companion Loan minus (ii) the sum of (x) any payments of principal
allocated to, and received on, such Serviced Subordinate Companion Loan, (y) any Appraisal Reduction Amounts for the related Serviced
AB Whole Loan that are allocated to such Serviced Subordinate Companion Loan and (z) any losses realized with respect to the related
Mortgaged Property or Serviced AB Whole Loan that are allocated to such Serviced Subordinate Companion Loan, is less than (b) 25%
of the remainder of the (i) initial principal balance of such Serviced Subordinate Companion Loan less (ii) any payments of principal
allocated to, and received by, the holders of such Serviced Subordinate Companion Loan. With respect to any Serviced AB Whole Loan,
the period during which the holder of the related Serviced Subordinate Companion Loan is the Serviced AB Whole Loan Controlling
Holder.


 


“Serviced AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of a Serviced Subordinate Companion Loan
and the holder of the related Mortgage Loan, relating to the relative rights of such holders of the related Serviced AB Whole Loan,
as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, there is no Serviced AB Intercreditor
Agreement under this Agreement.


 


“Serviced AB
Mortgage Loan”: A senior “A note” that is part of a Serviced AB Whole Loan and which is a Mortgage Loan that
is part of the Trust Fund and that is senior in right of payment to the related Serviced Subordinate Companion Loan to the extent
set forth in the related Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Mortgage Loan under this
Agreement.


 


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


 


“Serviced AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and one or more related Serviced Subordinate Companion Loans.
For the avoidance of doubt, there is no Serviced AB Whole Loan under this Agreement.


 


“Serviced AB
Whole Loan Controlling Holder”: The “Directing Lender” or similarly defined party identified in the related
Serviced AB Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole Loan Controlling Holder under this
Agreement.


 


“Serviced Companion
Loan”: Each of (a) the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans, (b) the Le Meridien Cambridge
MIT Serviced Pari Passu


 






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Companion Loans and (c) any Serviced 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 Pari Passu Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans, (b)
the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans and (c) any Serviced Subordinate Companion Loan related to a
Serviced AB Whole Loan, as applicable.


 


“Serviced Mortgage
Loan”: Each of (a) the Princeton Pike Corporate Center Mortgage Loan, (b) the Le Meridien Cambridge MIT Mortgage Loan
and (c) any Serviced Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans and (b) the
Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans.


 


“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 Princeton Pike Corporate Center Mortgage Loan and (b) the Le Meridien Cambridge
MIT Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: Each of (a) the Princeton Pike Corporate Center Whole Loan and (b) the Le Meridien Cambridge MIT Whole
Loan.


 


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


 


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


 


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


 


“Serviced Subordinate
Companion Loan”: With respect to any Serviced AB Whole Loan, any related companion loan evidenced by the related promissory
note made by the related Mortgagor and secured by the Mortgage on the related Serviced AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related Serviced AB Mortgage Loan to the extent set forth in the
related Mortgage Loan documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, there is no
Serviced Subordinate Companion Loan under this Agreement.


 



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“Serviced Whole
Loan”: Each of (a) the Princeton Pike Corporate Center Whole Loan and (b) the Le Meridien Cambridge MIT 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, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, the Master Servicer Remittance Date and (y) following contribution of such Serviced Companion
Loan to an Other Securitization, the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding
the “determination date” set forth in the related Other Pooling and Servicing Agreement; provided, however,
such Serviced Whole Loan Remittance Date shall not be earlier than the sixth (6th) day of any month.


 


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


 


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


 


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


 



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


 


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


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the sum of the rates set forth on Annex A-1 to the Prospectus under the heading “Master Servicing Fee Rate”
and “Primary Servicing Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary
(other than any Pari Passu Loan 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 the Princeton Pike Corporate Center Serviced Pari Passu
Companion Loans, a per annum rate equal to 0.00500%. With respect to the Le Meridien Cambridge MIT Serviced Pari Passu Companion
Loans, a per annum rate equal to 0.00500%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File relating to a Mortgage Loan and, to the extent required to
be (and actually) delivered to the applicable Mortgage Loan Seller pursuant to the applicable Mortgage Loan documents, copies of
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, any insurance policies or certificates (as applicable), any environmental insurance policies, any
property inspection reports, any financial statements on the property, any escrow analysis, any tax bills, any Appraisal, any environmental
report, any engineering report, third-party management agreements, any asset summary, financial information on the Mortgagor/sponsor
and any guarantors, any letters of credit and any intercreditor agreement.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer 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 the Special Servicer may, for the purposes of the Exchange
Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with
the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG
hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section
11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen


 


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signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing 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)         with
respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan has been extended
as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)        with
respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
the related Mortgagor has not provided the Master Servicer or the Special Servicer, as of the related Maturity Date, with a written
and fully executed (subject only to customary final closing conditions) written commitment for refinancing, from an acceptable
lender, reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such commitment shall promptly
forward a copy of such commitment to the Master Servicer or Special Servicer, as applicable, if it is not evident that a copy has
been delivered to such other party), which provides that such refinancing will occur within one hundred-twenty (120) days of such
related Maturity Date, provided that the Mortgage Loan and any related Serviced Companion Loan, as applicable, will become
a Specially Serviced Loan immediately (a) if, in the judgment of the Special Servicer in accordance with the Servicing Standard,
the related Mortgagor fails to diligently pursue such refinancing, or fails to satisfy any condition of such refinancing or the
related Mortgagor fails to pay any Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at
any time before the refinancing, (b) if such refinancing does not occur within one hundred twenty (120) days of the related Maturity
Date (or within such shorter period as the refinancing is scheduled to occur pursuant to the related refinancing commitment), or
(iii) the related refinancing commitment is terminated before the refinancing is scheduled to occur; or


 


(iii)       any
Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan
with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion
Loan or the holders of related mezzanine debt, as applicable, cures such delinquency, subject to the terms and provisions of the
related Intercreditor Agreement); or


 



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(iv)      the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with respect to any Mortgage Loan other than
an Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder)
makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor
within 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, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order was involuntary
and is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within
sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage
Loan (and any related Serviced Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing
Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed
to the Trust Fund by the Special Servicer); or


 


(vi)       the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling 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 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; or


 


(viii)    a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with
the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect
the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans,
as the case may be), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related
Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes
an Acceptable Insurance Default (or if no


 


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Grace Period is specified for those defaults which are capable of cure, sixty (60) days);
or


 


(ix)       the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage
on the related Mortgaged Property; or


 


(x)        the
Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Certificateholder)
determines that (i) a default (other than as described in clause (iv) above) under a Mortgage Loan or related Serviced Companion
Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property
as security for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially adversely affect the interests
of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans, as the
case may be), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan
or related Serviced Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured,
for sixty (60) days (provided that such 60-day grace period does not apply to a default that gives rise to immediate acceleration
without application of a grace period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable; provided
that any determination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan
or related Serviced Companion Loan, as applicable, solely by reason of the failure (or imminent failure) of the related Mortgagor
to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made
by the Special Servicer (and with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, with the consent of the Directing Certificateholder);


 


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 NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
date on


 


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which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the event the
Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning of Item
1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date on which
quarterly financial statements are required to be delivered to the related lender under the related Mortgage Loan documents is,
with respect to net operating income information, for the Princeton Pike Corporate Center Serviced Pari Passu Companion Loans and
the Le Meridien Cambridge MIT Serviced Pari Passu Companion Loans, thirty (30) days following the end of each fiscal quarter, subject
to the terms of the related loan agreement.


 


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


 


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


 


“SMF III Lender
Successor Borrower Right”: has the meaning set forth in Section 3.18(i) hereof.


 


“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-1, Class E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2,
Class G, Class EFG, Class H-1, Class H-2 and Class H Certificates; provided, however, that the Certificate Balances
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)
and the Serviced Companion Loans, C-III Asset Management LLC, and its successors in interest and assigns, or any successor special
servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer
appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan by loan basis, (a) 0.2500% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially
Serviced Loan or REO Loan.


 



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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to the Cut-off Date Balance
of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, 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) reduced, to not less than zero, on each subsequent Distribution Date by the sum of:


 


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


 


(ii)        all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 


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


 


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


 


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


 


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


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a


 


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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, 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 the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


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


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-1, Class E-2, Class E, Class F-1, Class F-2, Class F,
Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2 or Class H Certificate.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, 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.


 


“Surviving Entity”:
As defined in Section 6.03(b).


 



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


 


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


 


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


 


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


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C28”.


 


“Trust Component”:
As defined in Section 5.09(a).


 


“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 a 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


 


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received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Class E Distribution Account, the Class F Distribution Account, the Class G Distribution Account,
the Class H Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests and the Trust Components;
(xii) the Closing Date Interest Deposit Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits
in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs
to the related Mortgagor). For the avoidance of doubt, no BANA Lender Successor Borrower Right, CIBC Lender Successor Borrower
Right, SMF III Lender Successor Borrower Right or MSMCH Seller Defeasance Rights and Obligations is an asset of the Trust Fund.


 


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


 


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


 


“Trustee”:
U.S. Bank 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 $210 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.


 


“Underwriters”:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, CIBC World Markets Corp. and Drexel Hamilton,
LLC.


 



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


 


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


 


“University
West Apartments Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 28, 2015,
by and between the holder of the University West Apartments Non-Serviced Pari Passu Companion Loan and the holder of the University
West Apartments Mortgage Loan, relating to the relative rights of such holders of the University West Apartments Whole Loan, as
the same may be further amended in accordance with the terms thereof.


 


“University
West Apartments Mortgage Loan”: With respect to the University West Apartments Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 18 on the Mortgage Loan Schedule), which is designated as promissory note
A-2, and is pari passu in right of payment with the University West Apartments Non-Serviced Pari Passu Companion Loan to
the extent set forth in the University West Apartments Intercreditor Agreement.


 


“University
West Apartments Mortgaged Property”: The Mortgaged Property that secures the University West Apartments Whole Loan.


 


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


 


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


 


“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.


 



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“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 two separate REMICs comprising a portion of the Trust Fund, 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 U.S. Bank National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, 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).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d) and the Operating Advisor pursuant


 


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to Section 3.26(k) or the Asset
Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance
for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each
case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate
Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer
pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(k) or the Asset Representations Reviewer
pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, determined
as of the Distribution Date immediately preceding such time. For purposes of such allocations, (i) the Class E-1 Certificates,
the Class E Component E-1, the Class EF Component E-1 and the Class EFG Component E-1 will be considered as if they together constituted
a single “Class”; (ii) the Class E-2 Certificates, the Class E Component E-2, the Class EF Component E-2 and the Class
EFG Component E-2 will be considered as if they together constituted a single “Class”; (iii) the Class F-1 Certificates,
the Class F Component F-1, the Class EF Component F-1 and the Class EFG Component F-1 will be considered as if they together constituted
a single “Class”; (ii) the Class F-2 Certificates, the Class F Component F-2, the Class EF Component F-2 and the Class
EFG Component F-2 will be considered as if they together constituted a single “Class”; (v) the Class G-1 Certificates,
the Class G Component G-1 and the Class EFG Component G-1 will be considered as if they together constituted a single “Class”;
(vi) the Class G-2 Certificates, the Class G Component G-2 and the Class EFG Component G-2 will be considered as if they together
constituted a single “Class”; (vii) the Class H-1 Certificates and the Class H Component H-1 will be considered as
if they together constituted a single “Class”; and (viii) the Class H-2 Certificates and the Class H Component H-2
will be considered as if they together constituted a single “Class”. Voting Rights will be allocated to each of the
Class E, Class F, Class G, Class H, Class EF and Class EFG Certificates only with respect to each Exchangeable Component that is
part of such Class of Certificates, as described in the preceding sentence.


 


The Voting Rights of
any Class of Certificates are required to be allocated among Certificateholders of such Class in proportion to their respective
Percentage Interests. Neither the Class R nor Class V Certificates will be entitled to any Voting Rights.


 


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


 


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


 


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


 


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


 



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“Whole Loan”:
Any of (i) the Princeton Pike Corporate Center Whole Loan, (ii) the Le Meridien Cambridge MIT Whole Loan, (iii) the Penn Square
Mall Whole Loan, (iv) the Ellenton Premium Outlets Whole Loan, (v) the GLP Industrial Portfolio A Whole Loan, and (vi) the University
West Apartments 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 Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest
thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That
any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would
be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those
included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on
each Corrected Loan for so long as it remains a Corrected Loan; provided, that in no event will the Workout Fee exceed $1,000,000
in the aggregate with respect to any particular workout of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is
a Specially Serviced 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 360-day year consisting of twelve 30-day months.


 


(ii)        Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses allocated
to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any recoveries
on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal
collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries
are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal balance and
(z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including property
cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related
Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and to the related Serviced Pari Passu Companion Loans in


 


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accordance with the respective Stated 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 Serviced Subordinate Companion Loan and then, to the Trust.


 


[End of Article I]


 



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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) the Depositor’s rights under
each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof; (iii)
the Intercreditor Agreements, and (iv) all other assets included or to be included in the Trust Fund. 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; (iii) with respect to those Mortgage Loans that were closed in February
2016 but have their first Due Date in March 2016, any interest amounts relating to the period prior to the Cut-off Date; (iv)
any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and (v) the Closing Date Interest Deposit
Amount). 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 the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to
the Trustee pursuant to Section 14 thereof it is intended that the Trustee get the benefit of Sections 9, 10 and 11 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 9, 10 and 11 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 forty-five (45) days following the Closing Date (or such later date as may be
provided under this Section 2.01(b) or under Section 2.01(c)), the remainder of the Mortgage File for each Mortgage
Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required
to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and
originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable Mortgage
Loan


 


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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), (iii), (v), (vi) and/or (ix) of the definition of “Mortgage File”
with evidence of filing or recording thereon, 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 the forty-five (45) day period following the Closing Date,
for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original
or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the
applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian within such forty-five (45) day period, and
such delivery requirements shall be deemed satisfied in full if either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company,
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”,
to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed
eighteen (18) months, after the Closing Date as the Custodian shall consent to, which consent shall not be unreasonably withheld
as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such one hundred-eighty (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), (iii), (v), (vi) and/or (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


 


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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 (iv) or clause (vi) of the definition of “Mortgage
File” solely because of the unavailability of filing or recording information as to any existing document or instrument,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and
this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date
an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original
assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording,
if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer
period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller
is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of
the final 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 (iv) or clause (vi) of the definition of “Mortgage File”, and such Mortgage Loan Seller
may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of
such assignment in the form sent for recording or filing or (except for recording or filing information not yet available) to be
sent for recording or filing; provided that an original or copy of such assignment (with evidence of recording or filing,
as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement.
Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition
of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver, within ten (10) Business Days following the
Closing Date, the original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells
Fargo Bank, National Association”, as Master Servicer, on behalf of U.S. Bank National Association, as Trustee, for the benefit
of registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof
to the Custodian indicating that such document has been delivered to the issuing bank for reissuance or a copy of an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of


 


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credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred
to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of
the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage
Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents
if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable
Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master
Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master
Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned
or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)      Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this subsection (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 certified copy thereof)
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


 


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confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such
confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense,
and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy
of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot
be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian
shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related
Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been
properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and
must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred
to in clause (iv) or (vi) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred
to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion
of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee,
such recordation and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan against sale,
further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Sub-Servicer or the Depositor. Notwithstanding the fact that such Assignments of Mortgages, assignments of Assignments of Leases
(to the extent separate from the Assignments of Mortgages) and assignments of UCC financing statements shall name the Trustee,
on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for all purposes the MSMCH
Loans shall be deemed to have been transferred from MSMCH to the Depositor, the BANA Loans shall be deemed to have been transferred
from BANA to the Depositor, the CIBC Loans shall be deemed to have been transferred from CIBC to the Depositor, and the SMF III
Loans shall be deemed to have been transferred from SMF III to the Depositor, and all Mortgage Loans shall be deemed to have been
transferred from the Depositor to the Trustee on behalf of the Certificateholders.


 


(d)   
  All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession
relating to the Mortgage Loans (including, in each case, financial statements, operating statements and any other information
provided by the respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal
communications (including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis
(including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft
documents, attorney-client communications that are privileged communications or constitute legal or other due diligence
analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File
in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan,
together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage
Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master
Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular
Interests) and, if applicable, on behalf of the related Companion Holder. Such


 


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documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)  
   In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor
shall deliver to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.


 


(f)  
    The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but
in all events within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether
such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)   
  With respect to the each Mortgage Loan identified on Schedule 4, each of which are subject to a franchise
agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of
the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the
Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated
under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related
Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the related
franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date (or
any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in
accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new
document or acknowledgement as may be contemplated under the existing comfort letter).


 


(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 File for each of its Mortgage Loans to the Depositor by
uploading such Diligence File to the IntraLinks Site. Promptly upon completion of such delivery of the Diligence File (but in
no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the
Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor an officer’s certificate
signed by the applicable Mortgage Loan Seller certifying that the electronic copy of the Diligence File for such Mortgage
Loan to the IntraLinks Site contains all documents 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 Seller (the “Diligence File Certification”).


 



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Section
2.02     Acceptance by Trustee. (a) The Trustee, by the
execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the
provisions of Section 2.01, in good faith and without notice of any adverse claim, of the applicable documents
specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage Loan and of all
other assets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such
documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the
Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders and Serviced
Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the Trustee as
holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the
delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a
signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery
requirements of Section 2.01 and of this Section 2.02.


 


(b)  
   Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan
within sixty (60) days after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan
documents delivered or caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly
following such review (but in no event later than sixty (60) days after the Closing Date), the Custodian shall, in the form
attached as Exhibit Q, certify in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder (so long as no Consultation Termination Event shall have occurred and be continuing and only with respect
to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report annexed
to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition of
“Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x)
and (xii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and
appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such
examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to
the Mortgage Rate, Cut-off Date Balance and Maturity Date is correct. With respect to each Mortgage Loan listed on the
Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such
exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller
but are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


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


 


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Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section
2.01 hereof, all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii),
(viii), (x) and (xii), 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 Mortgage Rate, Cut-off Date Balance and Maturity Date 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 (vi) and (ix)
in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the
related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on
the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan
and, with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event),
and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a
Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related
Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may
be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in
the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with
a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the
date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the
related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or
letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the
Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a
repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if
the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it
has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists
is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing
the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage
Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of
the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be
required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a


 


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notice to repurchase (together with any applicable extension period) if it is attempting to recover the
document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the
date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw
on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price
(or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution
Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds
deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related
Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)    
 It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (iii), (x), (xi), (xii), (xiv), (xv)
and (xvii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor,
the Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the
represented purpose or that they are other than what they purport to be on their face and, with respect to the documents
specified in clause (viii) of the definition of the “Mortgage File”, whether the insurance is effective as
of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not
been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding.
Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the
contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise,
the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section
2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent
multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received
notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include
only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or
more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the
national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a
format suitable for filing or recording, as applicable, and will be filed or recorded in the 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.


 



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(f) 
     If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any
document or documents constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the
timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information
that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or
(4) to be defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall
promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the
Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report
setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable
to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned
by the recorder’s office or filing office).


 


(g)      If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1
Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic
format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such
15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient,
as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv)
the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as
to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to
comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no


 


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information provided pursuant to this
Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of
any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including
with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of
such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 requiring
action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request
by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g)
with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide
any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, a Responsible
Officer of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, 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 Master Servicer (with respect to Non-Specially
Serviced Loans) or 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 North Carolina,
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


 


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power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)        Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)       The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)    
  There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the
Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely
affect the validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this
Agreement; and


 


(v)     
  The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the
Trust, and the Mortgage Loans have been validly transferred to the Trust.


 


(b)      
 After receipt of a Repurchase Request, the Special Servicer shall request in writing that the applicable Mortgage Loan
Seller cure the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period
or repurchase the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The
Mortgage Loan Seller is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect
other than a Qualified Mortgage Material Defect (as defined below), not later than ninety (90) days after the applicable
Mortgage Loan Seller’s receipt of such request by the Special Servicer or, if earlier, the receipt 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


 


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qualified mortgage (a “Qualified Mortgage Material
Defect”) not later than eighty-five (85) days after the earlier of (x) the discovery by the related Mortgage Loan Seller
or any party to this Agreement of such Material Defect and (y) receipt of notice of a Material Defect from any party to this Agreement
(such ninety (90) or eighty-five (85) day period, as applicable, 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 (excluding any related Companion Loan, if applicable), at the applicable Purchase Price and in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan
for such affected Mortgage Loan or successor REO Loan (provided that (x) such affected Mortgage Loan or successor REO Loan
was not itself a Qualified Substitute Mortgage Loan and (y) in no event shall any such substitution occur on or after the second
(2nd) anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution
Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement;
provided, however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage
Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause
(viii) of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, and except
with respect to a Qualified Mortgage Material Defect 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 will 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
(excluding any related Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller is required to deliver a copy
of an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s
certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence 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. Notwithstanding anything contained in this
Agreement or the related Mortgage Loan Purchase Agreement, if any such Material Defect is still not cured after the Initial Cure
Period and any such Extended Cure Period solely due to the failure of the applicable Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller will be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator every thirty (30) days thereafter that the Material Defect is still in effect
solely because of its failure to have received the recorded document and that the Mortgage Loan Seller is diligently pursuing the
cure of such Material Defect (specifying the actions being taken). For


 


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the avoidance of doubt, it is understood that with respect
to a Qualified Mortgage Material Defect, the Extended Cure Period described in the second preceding sentence will not apply. If
the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account. In the event the
Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b),
within five (5) days of request by the Special Servicer, the Master Servicer shall deliver a copy of the Servicing File with respect
to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(h) of this Agreement. The Loss of Value Payment shall include the portion
of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the
Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. 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 Trust regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect in
the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph)
(including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater
than the Purchase Price of the affected Mortgage Loan; and (iii) a Qualified Mortgage Material Defect 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 may cure such Breach within the applicable cure period (as
the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount
of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount
of any fees payable pursuant to Section 12.02(a) 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. 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


 


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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 after the related
Due Date in the month of substitution, and Periodic Payments due with respect to the corresponding replaced Mortgage Loan (a “Deleted
Mortgage Loan”) on or prior to the related Due Date in the month of substitution (but after the related Cut-off date),
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and Periodic Payments due with respect to the related Deleted Mortgage Loan after the related
Due Date in the month of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the
Special Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt.


 


Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


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


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32 in
Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated with securing the
consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an
amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust
fund expense (including, if applicable, the amount of any fees and expenses of the Asset Representations Reviewer related to the
Asset Review of such Mortgage Loan), and such reimbursement shall be the only obligation of such Mortgage Loan Seller with respect
to such breach.


 


Upon any substitution
of a Qualified Substitute Mortgage Loan related to the repurchase or substitution of the affected Mortgage Loan pursuant to the
related Mortgage Loan Purchase Agreement, such Qualified Substitute Mortgage Loan will become part of the Trust


 


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Fund and be subject
to the terms of the related Mortgage Loan Purchase Agreement in all respects.


 


The repurchase or substitution
of any Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement will be on a whole-loan, servicing released basis.


 


(c)   
  Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section
2.03, and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a
document in the Mortgage File to be deemed to have a Material Defect: (a) the absence from the Mortgage File of the original
signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the
Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage
that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with
evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that
the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause
(viii) of the definition of Mortgage File; (d) the absence from the Mortgage File of any required letter of credit; or
(e) the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease, it the
Mortgage Loan is secured solely by the related Ground Lease; provided, however, that no Defect (except the
Defects previously described in subclauses (a) through (e) 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 subclauses (b) through (e) 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


 


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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
hereof.


 


(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, (i) the Certificate Administrator, the Custodian, the Master Servicer and the
Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a 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 Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer (other than attorney-client communications that are privileged communications), (ii) 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 (iii) the Master Servicer or the Special
Servicer, as applicable, shall provide any related Mortgage Loan documents, any portion of the related Servicing File and
together with any Escrow Payments, reserve funds and any other items required to be delivered by the related Mortgage Loan
Seller under Sections Section 2.01(b) and Section 2.01(c) held by or on behalf of the Master Servicer or the
Special Servicer, as the case may be, with respect to any repurchase of, or substitution of a Qualified Substitute
Mortgage Loan for a Mortgage Loan contemplated by this Section 2.03, in each case at the expense of the related
Mortgage Loan Seller.


 


(e)   
  Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the
Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trust on
behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however,
that the foregoing shall in no way limit the ability of the Master Servicer, Special Servicer or Trustee to take any action
against Starwood Mortgage Capital LLC, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement,
including, without limitation, pursuant to Section 5(d) and Section 17 thereof.


 


(f)    
 The Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan
Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be
carried out in such form, to such extent and at such time as the Special Servicer would require were it, in its individual
capacity, the owner of the affected Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the
enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement
shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent
not otherwise provided for herein. The Master Servicer or the Special Servicer shall be reimbursed for the reasonable costs
of such enforcement: first, from a specific


 


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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)(viii) herein out of general collections on the Mortgage Loans on deposit
in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid
pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g) 
    If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that
constitutes a Material Defect, which also constitutes a default under the related Mortgage Loan and is reimbursable
thereunder, such Mortgage Loan Seller shall have a right, and shall be subrogated to the rights of the Trustee and the Trust
under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor; provided, however,
that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g) shall be junior, subject and
subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and the Special
Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without
limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate,
fees owed to the Special Servicer, and unpaid or unreimbursed fees, expenses or indemnities of the Trustee, the
Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The
Special 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 Special Servicer determines in the exercise of its sole discretion
consistent with the Servicing Standard that such actions by it will not impair the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant
to the terms of this Agreement; provided, further, that the Special Servicer may waive the collection of
amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


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


 


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cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


(j)  
    With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is
required to repurchase or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i)
while the Trust continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the
applicable Mortgage Loan Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special 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 Trust, 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 Special Servicer, and the Special 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 Special Servicer (the “Enforcing Servicer”) shall be the Enforcing Party with
respect to a Certificateholder Repurchase Request.


 



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(ii)        In
the event that the Depositor, the Master Servicer, the Special Servicer, a Responsible Officer of the Trustee, the Certificate
Administrator, the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder has knowledge
of 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. However, if a Resolution
Failure occurs with respect to the Repurchase Request, the provisions described in Section 2.03(l)(i) below shall apply.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the case of Non-Specially Serviced Loans)
or the 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 or by a party to this Agreement), 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. Such notice shall include a request
to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed Course of Action
Notice, as well as notice that in the event any Certificateholder disagrees with the Proposed Course of Action Notice, the Enforcing
Servicer will 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. If (a) the Enforcing Servicer’s intended
course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the
related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any
other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution


 


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method selected by the Enforcing
Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner 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 Notice.


 


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


 


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


 


(iv)        If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 



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(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 delivered to the Enforcing Servicer,
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause
(ii), then the Special Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce
the Trust’s rights against the related Mortgage Loan Seller.


 


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


 


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


 


(viii)     For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)        The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)        The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration


 


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Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


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


 


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


 


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


 


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


 


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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 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


 


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


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Special Servicer
to perform its obligations with respect to a Specially Serviced 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.


 


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, and 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 (i) acknowledges the issuance of the Lower-Tier Regular
Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); (iii) the


 


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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 the Trust Components 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 (other than the Exchangeable Certificates and the Exchangeable Combined Certificates) and the Class R
Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized
Denominations, and such Certificates, together with the Trust Components, 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); (v) the
Trustee acknowledges the contribution by the Depositor of the Trust Components to the Grantor Trust; (vi) the Trustee
acknowledges that it has caused the Certificate Administrator to issue the Class V Certificates in exchange for the related
assets of the Grantor Trust 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; and (vii) immediately thereafter, in exchange for the Trust Components, the Trustee acknowledges that
it has caused the Certificate Administrator to issue the Exchangeable Certificates and the Exchangeable Combined Certificates
and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the
Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section
2.05     Creation of the Grantor Trust. The portions of the Trust consisting of (i) the Class
E Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class E Certificates,
(ii) the Class E-1 Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class
E-1 Certificates, (iii) the Class E-2 Specific Grantor Trust Assets, undivided beneficial ownership of which will be
represented by the Class E-2 Certificates, (iv) the Class F Specific Grantor Trust Assets, undivided beneficial ownership of
which will be represented by the Class F Certificates, (v) the Class F-1 Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the Class F-1 Certificates, (vi) the Class F-2 Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class F-2 Certificates, (vii) the Class EF Specific
Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class EF Certificates, (viii) the
Class G Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class G
Certificates, (ix) the Class G-1 Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented
by the Class G-1 Certificates, (x) the Class G-2 Specific Grantor Trust Assets, undivided beneficial ownership of which will
be represented by the Class G-2 Certificates, (xi) the Class G-2 Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the Class G-2 Certificates, (xi) the Class EFG Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class EFG Certificates, (xii) the Class H Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the Class H Certificates, (xiii) the Class H-1
Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class H-1 Certificates,
(xiv)


 


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the Class H-2 Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by
the Class H-2 Certificates, and (xv) the Class V Specific Grantor Trust Assets (if any), undivided beneficial ownership of which
will be represented by the Class V Certificates, will 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 Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related
to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case
of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective
whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer
or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate
or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that
in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by
the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of
principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an
REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related
Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any
related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion
Loan constituted a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving
due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan


 



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servicers,
but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other
parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership
of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any,
of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or
any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any
particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced
Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement
or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt
that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor
or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage
Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to
repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any
of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not
have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this
Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by
the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.


 



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Each
Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced
Loan or any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts
to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports
in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.
After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if
efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related
Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan 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


 



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Mortgage
File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with
a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints
or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative
capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans
that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section
3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of
attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually
agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause
to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit
R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the
Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer
or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as
applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit
or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer,
as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not
be required to obtain the Trustee’s consent or indicate the Master Servicer’s or Special Servicer’s, as applicable,
representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required
to be registered to do business in any state.


 


(c)          To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which 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 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


 



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confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by
the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including
any related Intercreditor Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses.
The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing
Advance.


 


(d)          The
relationship of each of the Master Servicer, the Special Servicer and each of the other parties to this Agreement to the Trustee
under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner
or agent.


 


(e)          The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to
the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on Schedule 5 hereto, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of
credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to
a leasehold interest on Annex A-1 to the Prospectus, that the Trust is the leasehold mortgagee and that the Master Servicer or
the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is
required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of
credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the
reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If
the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to
or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and
to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has


 



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exercised
reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable
Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such
costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses
of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer
shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan
Purchase Agreement.


 


(g)          Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)          Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(i)           The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in
accordance with the respective Stated 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, by the related Serviced Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan.


 


(j)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs,


 



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judgments,
and any other costs, liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action
or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses
or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer
part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance
on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if,
in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization,
then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into,
the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced
Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance
is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business
Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)          The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 



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(m)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)          For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section 3.02          Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity
Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service
hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced
Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Mortgage Loan or 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 Companion Loan. Any additional waivers during such
24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer
or Special Servicer, as applicable, has, prior to the occurrence of a Consultation


 



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Termination
Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a
Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the
Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder
shall have no consent rights with respect to any Excluded Loan 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; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with
a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments
from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of
each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor
Agreement) shall be applied in the following order of priority:


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) 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 (to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 


fourth,
to the extent not previously allocated pursuant to clause first, 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;


 



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fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of 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 (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause
fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


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


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


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


 


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


 



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allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


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


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) 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 (to the extent collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to clause fifth below and clause fifth above
on earlier dates);


 


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 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 (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause
fifth on earlier dates);


 


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


 


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


 


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


 



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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 Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify
the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor
to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions
of Section 3.02(a).


 


(e)          With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master


 



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Servicer
shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise
required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)          (i)
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 Trust is the holder
of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section 3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one
or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained,
and shall administer such Servicing Accounts in accordance with the 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 collectively, but this shall not be construed to modify respective interests of
either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent
permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law
or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the
extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related
Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit
to any Mortgagor any amounts in excess of actual net investment


 



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income
or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)          The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan)and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing
Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments
(which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as
allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)and Companion Loan. Other than with
respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring,
maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced
Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans,
and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that it is responsible
for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with
its obligation to make payments in respect of such items at the time they first become due and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)          In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as


 



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the
case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the
Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master
Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided,
however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of
Servicing Advances required to be made on an emergency or urgent basis provided, further, that the Special Servicer
shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency
basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The
Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in
which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no
obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a
Servicing Advance, the Special Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing
Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along
with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the
Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master Servicer’s own funds,
to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made
by the Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement Rate from the date
made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made
within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately
available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance
at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the
same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the Master
Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction of the
Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance,
although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be


 



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binding
on the Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the
Special Servicer shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made
by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master
Servicer shall be entitled to conclusively rely on such a determination, but such determination shall not be binding upon the
Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make its
own determination that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion
of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from
the Mortgagors and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer
in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly
distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced
Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable,
so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure
periods), to the extent a Responsible Officer of the Trustee has actual knowledge of such failure, the Trustee shall make such
Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall
be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the
Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability
determinations. The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage,
or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the
Master Servicer or the Special Servicer, as applicable, 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


 



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subordinate
or pari passu nature of any Companion Loans). The Master Servicer or 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 Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then
on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master
Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance
as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any Companion
Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from
the holder of the related Companion Loan.


 


(e)          To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04          The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account,


 



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the
Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Class E Distribution
Account, the Class F Distribution account, the Class G Distribution Account and the Class H Distribution Account. (a)
The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the
Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:


 


(i)          all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)         all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


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


 


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


 


(vi)        any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 



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(vii)       any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give notice to the
Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior
to any change thereof.


 


(b)          The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of the Class V Certificates and the Trustee as Holder of the Lower-Tier Regular Interests), (ii) the Upper-Tier REMIC Distribution
Account for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (iii) the Excess Interest
Distribution Account for the benefit of the Holders of the Class V Certificates, (iv) the Class E


 



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Distribution
Account for the benefit of the Holders of the Class E-1, Class E-2, Class E, Class EF and Class EFG Certificates, (v) the Class
F Distribution Account for the benefit of the Holders of the Class F-1, Class F-2, Class F, Class EF and Class EFG Certificates,
(vi) the Class G Distribution Account for the benefit of the Holders of the Class G-1, Class G-2, Class G and Class EFG Certificates,
and (vii) the Class H Distribution Account for the benefit of the Holders of the Class H-1, Class H-2 and Class H Certificates.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for
deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans
(in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition
of Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest
for the related Distribution Date then on deposit in the Collection Account 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.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly identified
funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account any and
all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor
Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for
each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms
of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply
to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced
Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate
amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such
dates; provided, however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution
Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other
provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion
Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance shall be
made, in each case, on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve


 



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Account,
the Interest Reserve Account, the Class E Distribution Account, the Class F Distribution Account, the Class G Distribution Account
and the Class H Distribution Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)        any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)        any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 



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Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account, the Class E Distribution Account, the Class F Distribution Account, the Class
G Distribution Account or the Class H 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 [or name of successor certificate administrator], as Certificate Administrator,
for the benefit of U.S. Bank National Association, as Trustee for the Holders of the Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 as their interests may appear”, or in the
name of any successor trustee, as Trustee for the Holders of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial
Mortgage Pass-Through Certificates, Series 2016-C28 as their interests may appear. None of the Trust, the Depositor, the Mortgagors,
the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, the Class E Distribution Account, the Class F Distribution Account, the Class G Distribution Account
and the Class H Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator
shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve


 



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Account,
the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account,
the Class E Distribution Account, the Class F Distribution Account, the Class G Distribution Account, the Class H Distribution
Account and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of
funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the
Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates; the Class E Distribution Account, the
Class F Distribution Account, the Class G Distribution Account and the Class H Distribution Account (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Exchangeable
Certificates and the Exchangeable Combined Certificates; the Companion Distribution Account (including interest, if any, earned
on the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account
(including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal
income tax purposes.


 


(c)          Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          Following
the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)          The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that


 



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


 


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


 


(g)          The
Certificate Administrator shall establish and maintain the Class E Distribution Account, in its own name on behalf of the Trustee,
in trust for the benefit of the Holders of the Class E-1, Class E-2, Class E, Class EF and Class EFG Certificates, which shall
be an asset of the Trust and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Class E Distribution Account
shall be established and maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator
shall make or be deemed to have made deposits in and withdrawals from the Class E Distribution Account in accordance with ARTICLE
IV of this Agreement.


 


The Certificate Administrator
shall establish and maintain the Class F Distribution Account, in its own name on behalf of the Trustee, in trust for the benefit
of the Holders of the Class F-1, Class F-2, Class F, Class EF and Class EFG Certificates, which shall be an asset of the Trust
and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Class F Distribution Account shall be established and
maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed
to have made deposits in and withdrawals from the Class F Distribution Account in accordance with ARTICLE IV of this Agreement.


 


The Certificate Administrator
shall establish and maintain the Class G Distribution Account, in its own name on behalf of the Trustee, in trust for the benefit
of the Holders of the Class G-1, Class G-2, Class G and Class EFG Certificates, which shall be an asset of the Trust and the Grantor
Trust, but shall not be an asset of any Trust REMIC. The Class G Distribution Account shall be established and maintained as an
Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits
in and withdrawals from the Class G Distribution Account in accordance with ARTICLE IV of this Agreement.


 


The Certificate Administrator
shall establish and maintain the Class H Distribution Account, in its own name on behalf of the Trustee, in trust for the benefit
of the Holders of the Class H-1, Class H-2 and Class H Certificates, which shall be an asset of the Trust and the Grantor Trust,
but shall not be an asset of any Trust REMIC. The Class H Distribution Account shall be established and maintained as an Eligible
Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in
and withdrawals from the Class H Distribution Account in accordance with ARTICLE IV of this Agreement.


 


(h)          [RESERVED].


 



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(i)          If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(h)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund
through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts
paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust
to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be
the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income
earned thereon.


 


Section 3.05          Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master
Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)          (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted 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 Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each


 



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Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to
a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to
a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, as applicable, and then, from
the Serviced AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay
the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting
Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this
clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,
P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds),
such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee
and (subject to Section 12.02(a)) 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 Trustee’s or the
Master Servicer’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 Serviced 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 and Serviced
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans


 



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and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related
Serviced Subordinate Companion Loan (if any) and then, from any related Serviced AB Mortgage Loan (provided that,
with respect to any Serviced 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 and Serviced Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that
if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)          to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor


 



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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 Stated Principal Balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan (if any) and then from the Serviced
AB Mortgage Loan and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing
Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and
(v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced
Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the
terms of the related Intercreditor Agreement (provided that, with respect to any 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 Serviced Subordinate Companion Loan), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect
to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage
Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest on P&I
Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan
(provided that, with respect to any Serviced 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


 



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related Whole Loan
are allocated to the related Serviced Mortgage Loan and Serviced Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out
of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (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 Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan (if
any) and then, from any related Serviced AB Mortgage Loan (provided that, with respect to any Serviced 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 and Serviced
Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)        to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(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 Stated Principal Balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan


 



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(if any) and
then, from any related Serviced AB Mortgage Loan (provided that, with respect to any Serviced 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 and Serviced Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in 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 Stated Principal Balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan (if any) and
then, from any related Serviced AB Mortgage Loan (provided that, with respect to any Serviced 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 and Serviced Subordinate


 



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Companion Loan), 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) and Section 10.01(g) to the extent payable out of the Trust Fund, (b) the cost of any Opinion
of Counsel contemplated by Sections 13.01(a) or 13.01(c) in connection with an amendment to this Agreement requested by
the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and (c)
the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or
(ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan (if any)
and then, from any related Serviced AB Mortgage Loan (provided that, with respect to any Serviced 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 and Serviced Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(h);


 


(xv)        to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the Qualified Substitute Mortgage Loan, 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;


 



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(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(j);


 


(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)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxi)       to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, 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.


 


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


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator 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.


 



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(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) hereof with respect to the Mortgage Loans;


 


(iv)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(g) or Section
10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(h);


 


(vi)        to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


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


 



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(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)          The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Class E Distribution Account, the Class F Distribution
Account, the Class G Distribution Account and the Class H Distribution Account for any of the following purposes:


 


(i)           to
make distributions to Certificateholders holding Exchangeable Certificates or Exchangeable Combined Certificates pursuant to Section
4.01 or Section 9.01, as applicable, subject to the next-to-last paragraph of Section 3.04(b); and


 


(f)           to
clear and terminate such Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(g)          Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then
reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to
the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(h)          If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that,
(1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence
of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special


 



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Servicer
with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the
remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account
for the following purposes:


 


(i)          to
reimburse the Trustee or the Master Servicer (in that order), in accordance with Section 3.05(a) of this Agreement, for
any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)        to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)         On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


(i)         Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (h)(i)-(h)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (h)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (h)(i)–(h)(iv) of the prior paragraph.


 


(j)         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).


 



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Section 3.06     Investment
of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section
3.06, an “Investment Account”), the Special Servicer may direct any depository institution maintaining
the REO Account (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it
is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next
succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account
is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in
an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the
Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection
Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or 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 event amounts on deposit in an Investment Account are
at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall:


 


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


 


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


 


(b)         Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to


 



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be
paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section
3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited in the REO
Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall
be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect
of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any
Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit
in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the
REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or
any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date,
without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and
including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided
that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds
in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied
the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, with respect to
the Master Servicer, such federal or state chartered depository institution or trust company is not an Affiliate of the Master
Servicer unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


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


 


Section 3.07     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with
the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required
by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If the


 



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Mortgagor
does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing
Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain
all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can
be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination
Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available or
not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related Serviced AB Control Appraisal Period, with
the consent of the holder of the related Serviced Subordinate Companion Loan)) by the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property,
the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable,
such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing
of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master Servicer will be obligated
to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against
property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default
(as determined by the Special Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder) and only in the event the Trustee has
an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and,
if available, can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to
rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at
commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the
Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO
Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor
under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder)
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause,
with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage


 



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Loan), including any related Serviced Companion Loan, other than REO Properties) or
to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in
the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount
not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion
Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted
under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured
party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice)
and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or 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 the Master Servicer in maintaining any such Insurance Policies in respect of
Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for
purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage
Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so
permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall
be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be
a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were
a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required
to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property
unless such insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order


 



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to
protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing
Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that
the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Special
Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to
cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance
consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense
of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly
deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans
then included in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance or waiting
for a response from the Directing Certificateholder, neither the Master Servicer nor the Special Servicer will be liable for any
loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in
default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or cause
such insurance to be maintained.


 


(b)          (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation


 



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which
is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage
Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy.
The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties
(other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable
rates, the cost of which shall be a Servicing Advance.


 


(ii)        If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)          Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a
Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special
Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective
fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be,


 



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and
will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)          At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.
If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing
Advance for such costs.


 


(e)          During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan or prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) 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 Master Servicer as a Servicing Advance.


 


(f)          Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A3” by Moody’s, “A(low)” by DBRS (if rated by DBRS) and “A-” by Fitch (if rated by Fitch),
the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide
self-insurance with respect to any of its obligation under this Section 3.07.


 


Section 3.08     Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related


 



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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 (and any related Serviced Companion Loan, if applicable) is being serviced under this Agreement, the Master
Servicer (with respect to any Mortgage Loan that is not a Specially Serviced Loan) or the Special Servicer (with respect to any
Specially Serviced Loan and REO Properties), 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 its right to exercise such rights, provided
that (i)(A) the Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the
case of the Master Servicer and any Non-Specially Serviced Mortgage Loan, the Special Servicer, provided that such consent
will be deemed given (unless earlier objected to by the Special Servicer) fifteen (15) Business Days (or five (5) Business Days
after the time period provided for in any related Intercreditor Agreement) after the Special Servicer’s receipt of the Master
Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the
Special Servicer, and reasonably available to the Master Servicer, in order to grant or withhold such consent and, provided,
further, that, prior to the occurrence and continuance of any Control Termination Event and other than with respect to an
Excluded Loan, the special servicer has obtained the prior written consent (or deemed consent) of the Directing Certificateholder
(or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other
than with respect to an Excluded Loan, the Special Servicer has consulted with the Directing Certificateholder), which consent
will be deemed given (unless earlier objected to by the Directing Certificateholder) five (5) Business Days after the Directing
Certificateholder’s receipt from the Special Servicer of the written analysis prepared by the Master Servicer and the Special
Servicer’s recommendation with respect to such waiver, together with all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer, with respect to such proposed waiver or proposed granting
of consent, and (y) in the case of the Special Servicer and any Specially Serviced Mortgage Loan, if such Mortgage Loan is not
an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Directing Certificateholder, which
consent shall be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10) Business Days after the
Directing Certificateholder’s receipt of the written analysis prepared by the Special Servicer and the Special Servicer’s
recommendation with respect to such waiver, together with such other information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part
of a Serviced AB Whole Loan and no related Serviced AB Control Appraisal Period shall


 



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have occurred and be continuing, the Special
Servicer shall obtain the prior written consent of the holder of the related Serviced Subordinate Companion Loan, to the extent
required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given (unless earlier objected
to by such holder) five (5) Business Days after receipt by such holder of the Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, ten (10) Business Days (or such other period
of time specified under the applicable Intercreditor Agreement) after the Subordinate Companion Loan holder’s receipt from
the Special Servicer of the written analysis prepared by the Master Servicer and the Special Servicer’s recommendation with
respect to such waiver), together with such other information reasonably requested by such holder, and reasonably available to
the Special Servicer, in order to grant or withhold such consent, (C) if such Mortgage Loan is not an Excluded Loan, a Control
Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing,
the Special Servicer shall consult with the Directing Certificateholder pursuant to Section 6.08(a) hereof, and (ii) with
respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal
Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together
with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans
with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans outstanding (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain a Rating
Agency Confirmation from each Rating Agency and a rating agency confirmation from any applicable rating agency that such action
will not result in a downgrade, withdrawal or qualification of the then-current ratings with respect to any class of Serviced Companion
Loan Securities (provided that such rating agency confirmation requirement may be considered satisfied in the same manner
as a Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (provided
that no such Rating Agency Confirmation shall be required if the applicable Mortgage Loan has a Stated Principal Balance of less
than $5,000,000). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as applicable, shall
(if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (who shall post such Review Package on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
(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


 



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Loan
may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion 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, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving
a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been
satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to
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, 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 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 (and any related Serviced Companion Loan, if applicable) is being serviced under this Agreement, the Master
Servicer (with respect to any Mortgage Loan that is not a Specially Serviced Loan) or the Special Servicer (with respect to any
Specially Serviced Loan and REO Properties), 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 its right to exercise such rights, provided
that (i)(A) the Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the
case of the Master Servicer and any Non-Specially Serviced Mortgage Loan, the Special Servicer, provided that such consent
will be deemed given (unless earlier objected to by the Special Servicer) fifteen (15) Business Days (or five (5) Business Days
after the time period provided for in any related Intercreditor Agreement) after the Special Servicer’s receipt of the Master
Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the
Special Servicer, and reasonably available to the Master Servicer, in order to grant or withhold such consent and, provided,
further, that, prior to the occurrence and continuance of any Control Termination Event and other than with respect to an
Excluded Loan, the Special Servicer has obtained the prior written consent (or deemed consent) of the Directing Certificateholder
(or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other
than with respect to an Excluded Loan, the Special Servicer has consulted with the Directing Certificateholder), which consent
will be deemed given (unless earlier objected to by the Directing Certificateholder) five (5) Business Days after the Directing
Certificateholder’s


 



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receipt from the Special Servicer of the written analysis prepared by the Master Servicer and the Special
Servicer’s recommendation with respect to such waiver, together with all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer, with respect to such proposed waiver or proposed granting
of consent, and (y) in the case of the Special Servicer and any Specially Serviced Mortgage Loan, if such Mortgage Loan is not
an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Directing Certificateholder, which
consent shall be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10) Business Days after the
Directing Certificateholder’s receipt of the written analysis prepared by the Special Servicer and the Special Servicer’s
recommendation with respect to such waiver, together with such other information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part
of a Serviced AB Whole Loan and no related Serviced AB Control Appraisal Period shall have occurred and be continuing, the Special
Servicer shall obtain the prior written consent of the holder of the related Serviced Subordinate Companion Loan, to the extent
required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given (unless earlier objected
to by such holder) five (5) Business Days after receipt by such holder of the Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, ten (10) Business Days (or such other period
of time specified under the applicable Intercreditor Agreement) after the Subordinate Companion Loan holder’s receipt of
the written analysis prepared by the Master Servicer and the Special Servicer’s recommendation with respect to such waiver),
together with such other information reasonably requested by such holder, and reasonably available to the Special Servicer, in
order to grant or withhold such consent, (C) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have
occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall
consult with the Directing Certificateholder pursuant to Section 6.08(a) hereof, and (ii) the Master Servicer or the Special
Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or
(C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal
Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D)
is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this subclause
(ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and


 



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consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (who shall post such Review
Package on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) (or, with respect to any Serviced
Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially
Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the Master Servicer,
on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether such conditions have
been satisfied.


 


(c)          Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, 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


 



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17g-5
Information Provider (who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) 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)          Notwithstanding
any other provisions of this Section 3.08 or Section 3.18, but subject to any related Intercreditor Agreement, the
Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing Certificateholder approval, Rating Agency
Confirmation or Special Servicer approval (provided that the Master Servicer delivers notice thereof to the Special Servicer
after completion (and the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other
than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to the extent that the
Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party does not
desire to receive copies of such items), (i) grant waivers of non-material covenant defaults (other than financial covenants),
including late financial statements; (ii) consent to releases of non-material, non-income producing parcels of a Mortgaged Property
that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the Mortgage Loan or Companion Loan as and when due provided such releases are required by the related Mortgage
Loan documents and there is no lender discretion permitted under the Mortgage Loan documents; (iii) approve or consent to grants
of easements or rights of way for utilities, access, parking, public improvements or another purpose or subordinations of the lien
of Mortgage Loans to easements that do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability
to make any payments with respect to the related Mortgage Loan and any related Companion Loan; (iv) grant other routine approvals,
including the granting of subordination, non-disturbance and attornment agreements and leasing consents that affect less than the
lesser of (a) 30% of the net rentable area of the Mortgaged Property or (b) 30,000 square feet; (v) (other than in respect of hospitality
properties) consent to actions related to condemnation of non-material, non-income producing parcels of the Mortgaged Property
that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the Mortgage Loan or Companion Loan when due; (vi) consent to a change in property management relating to any
Mortgage Loan or related Companion Loan with respect to Mortgage Loans (including any related Companion Loans) with an outstanding
principal balance of less than $2,500,000 and where the successor property manager is not affiliated with the related Mortgagor;
and (vii) approve of annual operating budgets; 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. The foregoing is intended to be an itemization
of actions the Master Servicer may take without having to obtain the approval of any other party and is not intended to limit the
responsibilities of the Master Servicer hereunder.


 



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(f)          Notwithstanding
any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special Servicer may not waive its
rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially
Serviced Loan or relating to any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination
Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence
and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to
a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof).
The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s
or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and
any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver
or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in
writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


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


 


Section 3.09     Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related
Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing
Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights
under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest
of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to
which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments,
and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special
Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless


 



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the
Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation
of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer for such Servicing Advance, and the
Master Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall
be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute
a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer
in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal
obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and
when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value
of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master
Servicer as a Servicing Advance.


 


(b)         The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)         the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the


 



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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 Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and
conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering
any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust


 



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(other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation
of a Serviced AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B)
other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate
to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any
Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases
for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention
to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and
(iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor,
such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts
to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until
the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage
Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 



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(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance
Determination Date.


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as
the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of
the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the
Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such
shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the
Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the
Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a
Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless
the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document
to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer
or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related
Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required
to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall


 






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be
released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original
being released upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)          If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     Servicing
Compensation.  (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is
calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is
part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer


 






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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 paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof
or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced Pari Passu Companion
Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer and
any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer
and the Depositor a certificate substantially in the form of Exhibit TT-2 attached hereto. None of the Depositor, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar
shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities
law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an
Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee
Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master
Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right
shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to
indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator,
the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer
and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and
state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right,
the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a
violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such
Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge
or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion
Loan


 






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or
any successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Servicing Fee
paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or any successor REO Loan, as the case
may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the
payment of such Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder
in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement
except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate
Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer or the Trustee shall
have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing
Fee Right.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement); provided that with respect to such transactions, the consent of the Special Servicer
is not required to take such action and, in the event that the Special Servicer’s consent is required, then the Master Servicer
shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar fees received on Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
(whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver,
consent and earnout fees, and other similar fees (other than assumption application and defeasance fees) pursuant to Section
3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided
the consent of the Special Servicer is not required to take such actions and only to the extent that all amounts then due and payable
with respect to the related Mortgage Loan have been paid; and (iv) 50% of all 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 on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement) for which the Special Servicer’s consent or approval is required and only to the extent
that all amounts then due and payable with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have
been paid. In addition, the Master Servicer shall be entitled to 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 the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion
Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in


 






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the
form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in the Servicing Accounts which are not required by applicable law or the related Mortgage
Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to
the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest; 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 Master Servicer shall pay the Transferable Servicing Interest
to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive
payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association
as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole


 






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or
in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this
Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional
servicing compensation in the 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 similar fees received on any Specially
Serviced Loans, (iii) 100% of assumption, waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid
by the related Mortgagor (other than assumption application fees), and (iv) 50% of all Excess Modification Fees and assumption
and consent fees pursuant to Section 3.08 or Section 3.18 and 50% of all waiver, consent and earnout fees received
with respect to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement), and, in all cases, for which the Special Servicer’s consent or approval is required,
shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating
to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of
a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount;
provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on
the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable
to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The
Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise
be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect
to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new
Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall
not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than
for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any
related Companion Loan that


 






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became
Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the
Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic
Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic
Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not
be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially
Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which
the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation
Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected
Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the
portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such
Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect
to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the
related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates
such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special
Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due
and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Collection
Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a
Non-Serviced Whole Loan


 






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pursuant
to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on
such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant
to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest
on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional
expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such
Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than
Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer
and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect
to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA)
remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan and collected from the Borrower. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the
foregoing, 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, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12          Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve
(12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar
year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31, 2018); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months and the Master Servicer
has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be
required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled
payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause
to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan
and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the
Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to
the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related
Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, 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 Stated Principal Balances, or (ii) with respect to
a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan and then, from the Serviced
AB Mortgage Loan (provided that, with respect to any Serviced 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 and Serviced Subordinate Companion Loan), in each case,
prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or
cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property
to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer
of such report has knowledge of and the Master Servicer or Special Servicer, as applicable, deems material, (ii) any sale, transfer
or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, and that the Master Servicer or Special Servicer, as applicable, deems material,


 






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(iv)
any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall
promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special
Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced
Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or
the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for review by Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is
a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or
make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder
(which request may state that such items may be delivered until further notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls
more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.
In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly
prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special
Servicer, as applicable, shall deliver 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 2017. Upon the request of any Privileged
Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as applicable, shall
deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected thereby
to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans that are
not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to


 






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each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending June 30, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format) of each CREFC®
Operating Statement Analysis Report and the related operating statements (in each case, promptly following the initial preparation
and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder
(with respect to any Serviced Companion Loan), the Special Servicer, and the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post all such items to the 17g-5 Information Provider’s Website.


 


(ii)        Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form of
normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer (with
respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format)
of each CREFC® NOI Adjustment Worksheet and the related operating statements or rent rolls (in each case, promptly
following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan), the Special Servicer, and the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


 






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(c)          At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include
data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v)
a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case
with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning March 2016, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance
Date beginning March 2016, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days
prior to the Distribution Date beginning March 2016, the Master Servicer shall deliver or cause to be delivered to the Certificate
Administrator via electronic format the CREFC® Loan Periodic Update File. In no event shall any report described
in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any
payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,


 






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conclusively
rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the
Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based
on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer
or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer,
as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information
or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in
its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) making such statement, report or information available on the
Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13     Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to the
Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any


 






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Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of
the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal
or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder
of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and
the Trust within its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer
or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information
as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted
to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own
behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs
incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge
but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv)
withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is
prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or 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.


 






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Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any Serviced
Subordinate Companion Loan, the holder of such Serviced Subordinate Companion Loan) that has delivered an Investor Certification
to the Master Servicer or the Special Servicer, as applicable, the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically) or make
available at the expense of such Certificateholder or holder of such Serviced Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced
Whole Loan or Serviced AB Whole Loan, if requested by the holder of a Serviced Subordinate Companion Loan, as the case may be)
obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request,
the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally
to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing
asset performance and evaluating any continuing rights the Certificateholder or holder of such Serviced 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
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 Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 






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(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


 


(iii)          The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         summaries
of Final Asset Status Reports or, prior to a Serviced 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;


 


(v)           The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 






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(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)         any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)        any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(k) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)         any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 






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(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(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); and


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b).


 


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
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to
the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer,
in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and Exhibit P-1B and
upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall


 






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include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information
with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans))
available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1D 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-1E to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other
Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1D from


 






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the
Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder.
None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for
any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information
posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in
accordance with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information


 






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in
accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “MSBAM 2016-C28” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any
notices of waivers under Section 3.08(d);


 


(ii)           any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(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 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;


 






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(xiii)        any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(viii);


 


(xvi)        any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or 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(f);


 


(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(c), 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 provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time . The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider
may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 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). If a


 






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Rating
Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider
on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day
or, if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information
to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “MSBAM 2016-C28” in the subject line).


 


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 information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such
Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSBAM 2016-C28” 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)          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 Asset Reviewers, LLC, BlackRock
Financial Management, Inc., Bloomberg, L.P., Trepp, LLC, CMBS.com, Inc., Interactive Data Corp., Intex Solutions, Inc., Markit
Group Limited 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.


 






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(e)          Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii)
require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor
Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s
website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to
any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s or
the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(e) to current or prospective
Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates
or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for
use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be


 






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responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(f)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(g)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 


(h)          None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or
primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating
Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general;
provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as
applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO
in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s


 






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Website
(or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(h).


 


(i)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or
certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the
Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan.
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The
Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO
Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO
Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the
close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel,
addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property
subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse
REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the
immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of
the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt
of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect


 






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of
an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the
REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced
Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall
deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion
of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with
respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer
shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection
Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on
the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related
Distribution Date.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15     Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, consent, protect, operate
and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the
related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the
case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case
may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property


 






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with
respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15,
the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning
such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax
basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith,
the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business Day
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


 


(iv)          all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)            permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)           permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)          authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 






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(iv)          Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


 


(c)         The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)            the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)           the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)           the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)           When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.15(a) and 3.15(b).


 






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Section 3.16     Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30)
days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard;
provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to
the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable
(but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time,
adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance
in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including, without
limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial
fair value determination and any adjustment to its fair value determination.


 


(ii)           If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to realize a fair price, if and when the Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer


 






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is
required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect
of any Excluded Loan) the Directing Certificateholder not less than ten (10) days’ prior written notice of its intention
to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase
the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair
price for the Defaulted Loan.


 


(iv)          (A)
In the case of a Specially Serviced Loan which is a continuing Defaulted Loan, in the absence of any offer at least equal to the
Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer
may solicit offers and, subject to subclause (B) below, accept the highest offer received from any Person that is determined
by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than an Interested
Person. In determining whether any first or highest offer from a Person other than an Interested Person constitutes a fair price
for any Defaulted Loan, the special servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the first or highest offeror is an Interested Person (provided that the Trustee or its Affiliates may not be
an offerors), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person
(i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least
equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer
received and (y) at least two other offers are received from independent third parties. In determining whether any offer received
from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding
nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph,
the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and 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


 






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by
the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the first or highest offer if the Special Servicer determines (with respect to
any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or an Affiliate if it
determines, in its reasonable and good faith judgment, that the acceptance of such offer would be in the best interests of the
Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan,
the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder
constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts
to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


 


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


 


 (b)          (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The


 






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Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention
to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission
that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(B)          In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest bidder is a Person other than an Interested Person (provided that the Trustee or its Affiliates
may not be offerors), or (2) by the Trustee, if the highest bidder is an Interested Person unless such offer by an Interested Person
(i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received; provided, however,
that absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless
(A) it is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase any REO Property pursuant hereto.


 


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more


 






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favorable);
provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)        Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the


 






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related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of
the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such
Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such
sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive
any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option
and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the subject Mortgage
Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for
such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer
shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not
paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to
the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with
the Servicing Standard to collect such amounts from the applicable Interested Person.


 






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(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 Serviced Subordinate Companion Loan for each applicable Serviced 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 Serviced 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 Serviced Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
Serviced Subordinate Companion Loan will no longer be subject to this Agreement.


 


  (ii)         Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)         Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)        In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17     Additional
Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.


 


(b)         The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)         Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to defer such reimbursement for such portion of
the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for successive
one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan
other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence


 






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and continuance
of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer
shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at
its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as
described above prior to payment from other collections). In connection with a potential election by the Master Servicer or the
Trustee to defer the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period
ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized
to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before making its
determination of whether to defer the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided,
however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to
refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month
collection period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans
deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use
its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such
notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion
that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed
circumstances or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could
affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received
from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master
Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining
such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein shall give
the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal
collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee,
as applicable, 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 or to comply with the terms of this


 



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section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such
reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement
to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election
that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that
may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this
Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining
from making an election, that is authorized under this Section 3.17(c).


 


No determination by the
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior


 



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to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan),
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or
the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section
3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.18(a), Section 3.18(d), Section
3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set forth thereunder
(including, without limitation, the Special Servicer’s consent rights pursuant to this subsection (a) with
respect to any modification, waiver or amendment that constitutes a Major Decision) and, with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special
Servicer, as applicable, 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 Master Servicer shall not modify, waive or amend the terms of a
Non-Specially Serviced Loan and/or Companion Loan (if any such action constitutes a Major Decision) without the prior written
consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with
notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and
analysis, and all information reasonably available to the Master Servicer that may be reasonably requested by the
Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given (unless
earlier objected to by the Special Servicer) fifteen (15) Business Days after the Special Servicer’s receipt of the
Master Servicer’s written recommendation and analysis with respect to such modification, waiver or amendment and all
information reasonably requested by the Special Servicer, and reasonably available to the Master Servicer, in order to grant
or withhold such consent; and provided, further, that no extension entered into pursuant to this Section
3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution
Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee
interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the
remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would
extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after
the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related
Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension,
the Master Servicer shall (1) provide the Trustee, the Certificate


 



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Administrator, the Special Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, 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, ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder
(or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan, upon consultation with the Directing Certificateholder pursuant to
Section 6.08 hereof) (which consent or consultation shall be coordinated through the Special Servicer).


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise
cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, 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).


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, 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


 



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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 so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable,
shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor
provisions, unless the related Borrower 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.


 


(b)          If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders
of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to
a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence and continuance
of a Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder)
as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related Serviced AB Control Appraisal Period, the approval of the holder of the related Serviced Subordinate Companion
Loan will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall
have no consent or consultation rights regarding the matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights
of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with
mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect to, or
consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement
or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of
collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 






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The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan
is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and,
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including
any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan, 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 Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b), Section 3.08(e) and Section
3.18 and subject to the Special Servicer’s consent rights pursuant to Section 3.18(a) if any such waiver, modification
or amendment constitutes a Major Decision) or the Special Servicer 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 Special Servicer may obtain and rely upon (and shall provide to the Trustee
and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person
requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid
out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer,
as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent
permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special
Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of
a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next
Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 






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(e)          Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(f)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)          With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred,
if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) 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 hereof, the Master Servicer shall provide
written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer
(and the Special Servicer shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an
Excluded Loan, forward such notice to the Directing Certificateholder), the applicable Companion Holder (unless, with respect to
a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred, if applicable) and the
related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver
to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in
the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly
(and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder,
if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as


 



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applicable, delivery of the aforesaid
modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof
to each Holder of a Certificate (other than the Class R or Class V Certificates). With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer
processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or Special Servicer,
as applicable, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an
Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding sentence
shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably
obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt
service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special
Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that
such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the
Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time,
the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information
set forth in this paragraph.


 


(h)          The
Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable
Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents


 



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and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation
from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents
less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten
largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


 

(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their use
would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel
(at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan
documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be


 


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considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25).


 


Notwithstanding the foregoing,
Bank of America, National Association (“BANA”) has retained the right of the lender under the Mortgage Loan
documents with respect to all Mortgage Loans contributed by BANA (the “BANA Loans”) to receive a percentage
of the economic benefit associated with the ownership of the successor borrower, and the right to designate and establish the successor
borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral, if there
is a defeasance of a BANA Loan (“BANA Lender Successor Borrower Right”). If the Master Servicer receives notice
of a defeasance request with respect to a BANA Loan subject to defeasance, the Master shall provide, within five (5) Business Days
of receipt of such notice, written notice of such defeasance request to BANA or its assignee. Until such time as BANA provides
written notice to the contrary, notice of a defeasance of a BANA Loan with a BANA Lender Successor Borrower Right shall be delivered
to BANA pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount
in respect of a BANA Lender Successor Borrower Right that is required to be remitted to BANA pursuant to the related defeasance
documents, the Master Servicer shall remit such amounts to BANA pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”)
and subject to defeasance, MSMCH has retained the right to receive a percentage of the economic benefit associated with the ownership
of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of
the related borrower) the related defeasance collateral (“MSMCH Seller Defeasance Rights and Obligations”).
If the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by MSMCH
and subject to defeasance, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written
notice of such defeasance request to MSMCH or its assignee. Until such time as MSMCH provides written notice to the contrary, notice
of a defeasance of a Mortgage Loan with MSMCH Defeasance Rights and Obligations shall be delivered to MSMCH pursuant to the notice
provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount in respect of a MSMCH Defeasance
Rights and Obligations that is required to be remitted to MSMCH pursuant to the related defeasance documents, the Master Servicer
shall remit such amounts to MSMCH pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
CIBC Inc. (“CIBC”) has retained the right to establish or designate or approve the successor borrower and to
purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral (“CIBC Lender Successor
Borrower Right”) for all Mortgage Loans contributed by CIBC (the “CIBC Loans”) that are subject to
defeasance. If the Master Servicer receives notice of a defeasance request with respect to a CIBC Loan subject to defeasance, then
the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request
to CIBC or its assignee. Until such time as CIBC provides written notice to the contrary, notice of a defeasance of a CIBC Loan
with a CIBC Lender Successor Borrower Right shall be delivered to CIBC pursuant to the notice provisions of this Agreement. In
addition, to the extent that the Master


 



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Servicer receives any amount in respect of a CIBC Lender Successor Borrower Right that
is required to be remitted to CIBC pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to
CIBC pursuant to the terms of the defeasance documents.


 


Notwithstanding
the foregoing, Starwood Mortgage Funding III LLC (“SMF III”) has retained the right to establish or
designate the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related
defeasance collateral (“SMF III Lender Successor Borrower Right”) for all Mortgage Loans contributed by
SMF III (the “SMF III Loans”) that are subject to defeasance other than the Mortgage Loan identified as
“Simply Self Storage OK & FL Portfolio” on the Mortgage Loan Schedule. If the Master Servicer receives notice of a
defeasance request with respect to a SMF III Loan subject to defeasance, the Master Servicer shall provide, within five (5)
Business Days of receipt of such notice, written notice of such defeasance request to SMF III or its assignee. Until such
time as SMF III provides written notice to the contrary, notice of a defeasance of a SMF III Loan with a SMF III Lender
Successor Borrower Right shall be delivered to SMF III pursuant to the notice provisions of this Agreement. In addition, to
the extent that the Master Servicer receives any amount in respect of a SMF III Lender Successor Borrower Right that
is required to be remitted to SMF III pursuant to the related defeasance documents, the Master Servicer shall remit such
amounts to SMF III pursuant to the terms of the defeasance documents.


 


(j)          If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be
Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, 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


 



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terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in clause (i)(E) in the definition of “Major Decision”, the Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of
an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment
will not cause an Adverse REMIC Event.


 


Section 3.19     Transfer
of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that a
Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer
or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall
deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts
to provide the Special Servicer with all information, documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either
in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably
requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall
use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related
Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer
Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special
Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate
Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section
3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this
Section 3.19.


 






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Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer,
and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately
give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless, with respect
to a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred) and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and
shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)          No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded
Loan or (B) any Serviced AB Whole Loan prior to the occurrence of a Serviced AB Control Appraisal Period, and in any event prior
to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan,
only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status


 



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Report to the Certificate
Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the
information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer
Event:


 


(i)          a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)        (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the special
servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the special servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)        the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 






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(x)          such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders),
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten
(10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special
Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only
prior to the occurrence of a Consultation Termination Event and during a Serviced AB Control Appraisal Period with respect to the
related Serviced Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of
a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan,
prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report
as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders;
provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form
of Asset Status Report, if consistent with the Servicing Standard; provided, however, that such Asset Status Report
does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or


 



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approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope
of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and a Serviced AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not
an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder
(except with respect to any Excluded Loan) and the Operating Advisor shall consult with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination
Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a


 



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Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


 


(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 (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final
Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to
the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and
continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate


 



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Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly
deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report
to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan for which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal
Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related Serviced Subordinate
Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such
approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such
Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) The Master Servicer and Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in
all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii)
provides that if the Master Servicer or Special Servicer, as applicable, shall for any reason no longer act in such capacity
hereunder (including, without limitation, by reason of a Servicer Termination Event), the successor master servicer or
special servicer, as applicable, 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 hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as
holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the
immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate
Administrator, the Master Servicer or Special


 



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Servicer,
as applicable, any successor master servicer or 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 successor master servicer or special servicer, as applicable, as contemplated by Section 3.20(g) hereof
and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer
or Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit
the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable, is
permitted hereunder to modify such Mortgage Loan; (vii) 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 (viii) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any
applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to
be delivered to the Master Servicer, the Certificate Administrator or the Depositor under ARTICLE XI or under the Sub-Servicing
Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to
perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating,
obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under
ARTICLE XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor
is a party to. Any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master
servicer or special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master
Servicer or Special Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement
entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided,
however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports
required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing
Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties
as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall
deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into
by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or
to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and,
in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing


 



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Agreement provides for Advances by the
Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall
be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall
be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer,
and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest
to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer
or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor)
in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice
as to the Initial Sub-Servicing Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be
required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of ARTICLE XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer shall have the right to
remove a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)          In
the event a successor master servicer and assumes the rights and obligations of the Master Servicer under any Sub-Servicing Agreement,
the Master Servicer, at its expense, shall deliver to the assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder and an accounting of amounts
collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly and efficient transfer
of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in ARTICLE XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms


 



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and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each
Sub-Servicing Agreement shall provide that, in the event there is a successor master servicer, then 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, such successor master servicer shall assume each Initial Sub-Servicing Agreement
and (i) the Initial Sub-Servicer’s rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive
a termination of the Master Servicer’s servicing rights under this Agreement; provided that the Initial Sub-Servicing
Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation,
the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree
to the then-current Initial Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii)
this Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


 


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21     Interest
Reserve Account.


 


(a)          On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case,
unless the related Distribution Date is the final Distribution Date), (i) the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1)


 



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day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which 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; and (ii) on the Closing Date, the Depositor shall remit to the Certificate Administrator, and the Certificate Administrator
shall deposit into the Interest Reserve Account the Closing Date Interest Deposit Amount (all amounts so deposited pursuant to
clause (ii) and in any consecutive February and January pursuant to clause (i), “Withheld Amounts”).


 


(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22     Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each
of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during the continuance of any Control
Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing
of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23     Controlling
Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement 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 also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 






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(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority
of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof)
becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)          In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable, the
Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder as the case may be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the
foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence
of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the
Master Servicer and the Special Servicer. Notwithstanding the foregoing, C-III Collateral


 



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Management LLC 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 occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)          If
to the extent 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; (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 (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any
director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          (i)
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 






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(k)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and
provide such information to the requesting party.


 


(l)          During
such time as the Class E-1 Certificates and Class E-2 Certificates (and, to the extent any Class E-1 Certificates and Class E-2
Certificates have been exchanged for Class E Certificates, Class EF Certificates or Class EFG Certificates, the Class E Certificates,
Class EF Certificates or Class EFG Certificates) would be the Controlling Class, the Holders of such Certificates may waive their
right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights
under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via
email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer and the Operating Advisor.
Notwithstanding anything to the contrary contained herein, during such time as a Control Termination Event or Consultation Termination
Event is in existence solely as a result of the operation of clause (ii) of the definition of Control Termination Event
and clause (ii) of the definition of Consultation Termination Event, such Control Termination Event or Consultation Termination
Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the
Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder
has sold or transferred all or a portion of its interest in the Class E-1 Certificates or Class E-2 Certificates (and, to the extent
any Class E-1 Certificates and Class E-2 Certificates have been exchanged for Class E Certificates, Class EF Certificates or Class
EFG Certificates, the Class E Certificates, Class EF Certificates or Class EFG Certificates), as applicable, 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-1 Certificates and Class
E-2 Certificates (and, to the extent any Class E-1 Certificates and Class E-2 Certificates have been exchanged for Class E Certificates,
Class EF Certificates or Class EFG Certificates, the Class E Certificates, Class EF Certificates or Class EFG Certificates), as
applicable, to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such time
as such Mortgage Loan becomes a Corrected Loan.


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall


 



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notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-1 Certificates or Class E-2 Certificates
(and, to the extent any Class E-1 Certificates and Class E-2 Certificates have been exchanged for Class E Certificates, Class EF
Certificates or Class EFG Certificates, the Class E Certificates, the Class EF Certificates or the Class EFG Certificates (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the [Class E-1 Certificates
or Class E-2 Certificates (and, to the extent any Class E-1 Certificates and Class E-2 Certificates have been exchanged for Class
E Certificates, Class EF Certificates or Class EFG Certificates, the Class E Certificates, the Class EF Certificates or the Class
EFG Certificates] to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Holder of a Class E-1 Certificate
or Class E-2 Certificate (and, to the extent any Class E-1 Certificates and Class E-2 Certificates have been exchanged for Class
E Certificates, Class EF Certificates or Class EFG Certificates, a Class E Certificateholder, a Holder of a Class EF Certificate
or a Class EFG Certificate), who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination
Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any 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 Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class E-1 Certificates or Class E-2 Certificates (and, to the extent any Class E-1 Certificates and Class E-2 Certificates
have been exchanged for Class E Certificates, Class EF Certificates or Class EFG Certificates, the Class E Certificates, Class
EF Certificates or Class EFG Certificates), and upon notice to the Certificate Administrator in the form of Exhibit NN that
results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a


 



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transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


Section 3.24     Intercreditor
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being
serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related
Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in
accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any Serviced AB Whole Loan Controlling Holder will have the right to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor
Agreement.


 


(b)          Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as


 



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applicable,
have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information


 



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and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related
Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended
by the related Companion Holder.


 


(f)          In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


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, promptly request the related Rating
Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC
No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5
Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the Rating Agencies
in accordance with the procedures set forth in Section 13.10(d).


 






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If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) as certified in writing by
the applicable replacement master servicer or special servicer, the applicable replacement master servicer or special servicer
has been appointed and currently serves as a master servicer or special servicer on a transaction-level basis on a transaction
currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing
concerns of 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 a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) as certified in writing by the applicable
replacement master servicer or special servicer, DBRS has not cited servicing concerns of the applicable replacement master servicer
or special servicer, as applicable, as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other commercial
mortgage-backed securitization transaction serviced by the applicable 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 Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the


 



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17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)          For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26     The
Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made available to Privileged Persons
on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that is contained in
the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered
to the Operating Advisor by the Special Servicer.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)          After
the end of each calendar year for which an Operating Advisor Annual Report (as defined below) is required to be provided and prior
to the issuance by the Operating Advisor of such Operating Advisor Annual Report, the Special Servicer or the Operating Advisor
may request, upon at least thirty (30) days prior written notice that the Special Servicer or the Operating Advisor make available,
a responsible party for an in-person or telephone meeting at a time acceptable to the non-requesting party to discuss or answer
questions relating to any Final Asset Status Report delivered to the Operating Advisor and any other information provided by the
Special Servicer to the Operating Advisor pursuant to this Section 3.26 during the immediately preceding calendar year.
Neither the Operating Advisor nor the Special Servicer shall, in any event, be required to meet for more than four (4) hours in
any one calendar year. Any person requesting an in-person meeting will be required to travel to the other person’s primary
office and pay its own expenses related to such in-person meeting.


 






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(d)          After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor
by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor shall
(if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator and
the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination
Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating
Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar
year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially Serviced Loans that
the Special Servicer is responsible for servicing under this Agreement; provided, further, however, that in
the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that
was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date
of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the continuance of a Serviced AB Control Appraisal Period under the
related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(d)
hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and
(ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially
Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect
to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report
shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider.
The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by
the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term
“platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution
and/or liquidation of Specially Serviced Loans, taking into account the


 



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Special Servicer’s specific duties under this Agreement
as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration
by the Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding the foregoing, no Operating
Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(i)          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.


 


(e)          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 Serviced AB Control Appraisal Period), the Special Servicer will
forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of
what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(f)          (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 a Serviced AB Control Appraisal Period,
after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such
calculations, together with any supporting material or additional information necessary in support thereof (including such additional
information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including
any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3)


 



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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(f), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and 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 to the Operating Advisor. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and 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 Special Servicer and the Operating Advisor and shall determine
which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party
to assist with any such calculation at the expense of the Trust.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Excluded Loan) and a related Serviced AB Control Appraisal Period.


 


(g)          [RESERVED].


 


(h)          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 Special Servicer and, unless
a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and other than any Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing,
the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any


 



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subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(i)          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).


 


(j)          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 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 Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii) of this Agreement


 


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)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to
the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as 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, but in no event shall the Master Servicer or the Special Servicer
take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations
or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or


 



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any related REO
Property, or (ii) any Serviced AB Mortgage Loan, prior to the occurrence and continuance of both a Serviced 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.


 


(k)          After
the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(taking into account the application of 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 at least 75% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 


(l)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint the replacement Operating Advisor designated by such Certificateholders that shall be an Eligible Operating Advisor;
provided that no such termination shall be effective until a successor operating advisor has been appointed and has assumed
all of the obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise
modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive
all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring
prior to such termination. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee
will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer, the Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing),
any Companion Loan holder and the Certificateholders.


 






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(m)          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.


 


(n)          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.


 


(o)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor. 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.


 


The Operating Advisor
shall have the right to resign without cost or expense when the Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date. The Operating
Advisor shall provide all of the parties to this Agreement and the Controlling Class Representative thirty (30) days prior written
notice of any such resignation pursuant to this Section 3.26(o). If the Operating Advisor resigns pursuant to this Section
3.26(o), then no replacement Operating Advisor shall be appointed. The resigning Operating Advisor shall be entitled, and subject,
to any rights and obligations that accrued under this Agreement prior to the date of any such resignation (including accrued and
unpaid compensation) and any indemnifications rights arising out of events occurring prior to such resignation.


 


(p)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates
and the Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment of
any termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued
and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). In connection
with any termination


 



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pursuant to this Section 3.26(p), 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(p).


 


(q)          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(j) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(r)          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.


 


(s)          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.


 


(t)          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(o) 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 and appoint a successor operating advisor within thirty (30) days of the termination of the Operating
Advisor, the Depositor shall be permitted, but not obligated to, to find a replacement.


 


(u)          The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(u); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, Master Servicer, 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, Master Servicer, 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


 



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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.


 


Section 3.27     Companion
Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in
this Agreement.


 


(b)          No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)          In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to ARTICLE
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect to
each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 






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The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
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 Companion Holder
with respect to a 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 Certificate Administrator, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced
PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced
Trustee, the applicable Non-Serviced Certificate Administrator, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)          If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)          In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)          [RESERVED].


 


(e)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 






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(f)          With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control 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.


 


(g)          With
respect to the servicing of each Non-Serviced Mortgage 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.


 


(h)          With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(i)          For
the avoidance of doubt, with respect to any Serviced Whole Loan, upon reasonable request, the Master Servicer and the Special Servicer
shall provide to each Other Servicer that is servicing a related Serviced Companion Loan such information in its possession as
is necessary to enable each such Other Servicer to perform its servicing duties under the related Other Pooling and Servicing Agreement.


 


(j)          If
an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with
respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from,
or otherwise charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan and such
holder shall not suffer any adverse consequences as a result of the payment of such expense.


 


Section 3.30     [RESERVED].


 


Section 3.31     [RESERVED].


 


Section 3.32     Litigation
Control. (a) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any
related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage,
prosecute and/or defend any action brought by a Mortgagor, guarantor, or other


 



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obligor on the related Note or any Affiliates thereof (each a “Borrower-Related Party”)
against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor
or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or
other collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations
of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related Litigation”). In the event
that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation
(regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special Servicer
of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving
service of such Trust-Related Litigation.


 


(b)          To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related
to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the
extent set forth in Section 3.32(e); and provided, however, if there are claims against the Master Servicer
and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably
acceptable to the Master Servicer.


 


(c)          The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination
Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder)
and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent
the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with
all information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt
of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such five (5)-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such
action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action
is necessary to protect the interests of the Certificateholders and, with respect


 



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to a Serviced Whole Loan, the related Companion
Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


 


(d)          Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the Special Servicer or the
Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any REMIC
created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the Master
Servicer’s, as applicable, responsibilities under this Agreement.


 


(e)          Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)          Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to
liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)          Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation)
(and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively)
and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case
that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master
Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost
or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided
in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation
and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed
(as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer


 



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provides the Master Servicer
with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)          In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee either in such capacity or in its individual
capacity, or in the event that any judgment is rendered against the Trustee either in such capacity or in its individual capacity,
the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or
prosecute such litigation or claim other than to the extent that it relates to the Trustee in such capacity or in its individual
capacity); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding
relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents,
or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of
the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or
deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with the intent
to cause, and that actually causes, the Trustee to be registered to do business in any state (provided that neither the
Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such
consent); and (iii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation
or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel
and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually
(but not to otherwise direct, manage or prosecute such litigation or claim other than to the extent that it relates to the Trustee
in such capacity or in its individual capacity); provided, however, nothing in this subsection shall be interpreted
to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any Mortgage Loan other
than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c),
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.33     Delivery
of Excluded Information to the Certificate Administrator.


 



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Any Excluded Information
that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or
such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information”
followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt,
any information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately
posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and
delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver
any Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect
to the related Excluded Controlling Class Loan in the form of Exhibit P-1D 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, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party
with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section
4.02(f) of this Agreement.


 


[End of Article III]


 






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ARTICLE
IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions. (a)
On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC
Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates 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
and the Class A-4 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance
of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclause (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 subclauses (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 subclauses
(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 subclauses
(1) (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4), (5) and (6) above have been made on such Distribution Date), until
the outstanding Certificate


 



    	-295-



    	 



    

 


Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over
Date, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata (based on their respective
Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of each of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 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
and the Class A-4 Certificates, pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to
each such Class), first, up to an amount equal to the unreimbursed Realized Losses previously allocated to each such Class,
and second, up to an amount equal to, and pro rata based upon, interest on such unreimbursed Realized Losses 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 aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates have been reduced
to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2,
Class A-SB, Class A-3 and Class A-4 Certificates on such Distribution Date), 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, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses 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 aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class B Certificates has been reduced to zero;


 


(ix)        ninth,
to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and 


 



    	-296-



    	 



    

 


second, for interest on such unreimbursed Realized Losses 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 aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)        eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)       twelfth,
to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses 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 aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       fourteenth,
after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to the Holders of the
Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A, Class B and Class C Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)        fifteenth,
to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses 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 Grantor Trust in respect of the Class E-1 Trust Component and, thus, concurrently, to the Class E-1 Certificates, Class
E Certificates, Class EF Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class E-1
Percentage Interest, the Class E-E-1 Exchange Percentage Interest, the Class EF-E-1 Exchange Percentage Interest and the Class
EFG-E-1 Exchange Percentage Interest, respectively, of the aggregate Interest Distribution Amount with respect to the Class E-1
Trust Component;


 


(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


 



    	-297-



    	 



    

 


zero, to the Grantor Trust in respect of the Class E-1 Trust Component and, thus, concurrently, to the Class
E-1, Class E, Class EF Certificates and Class EFG Certificates, in reduction of their Certificate Balances, up to an amount equal
to the Class E-1 Percentage Interest, the Class E-E-1 Exchange Percentage Interest, the Class EF-E-1 Exchange Percentage Interest
and the Class EFG-E-1 Exchange Percentage Interest, respectively, of the remaining Principal Distribution Amount for such Distribution
Date after distributions of the Principal Distribution Amount pursuant to all prior clauses until the Certificate Balance of the
Class E-1 Trust Component is reduced to zero;


 


(xviii)     eighteenth,
to the Grantor Trust in respect of the Class E-1 Trust Component and, thus, concurrently, to the Class E-1 Certificates, Class
E Certificates, Class EF Certificates and Class EFG Certificates, first, up to an amount equal to the Class E-1 Percentage
Interest, the Class E-E-1 Exchange Percentage Interest, the Class EF-E-1 Exchange Percentage Interest and the Class EFG-E-1 Exchange
Percentage Interest, respectively, of the aggregate of unreimbursed Realized Losses previously allocated to the Class E-1 Trust
Component, and second, up to an amount equal to the Class E-1 Percentage Interest, the Class E-E-1 Exchange Percentage Interest,
the Class EF-E-1 Exchange Percentage Interest and the Class EFG-E-1 Exchange Percentage Interest, respectively, of interest on
such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the date the Realized
Loss was allocated to such Trust Component;


 


(xix)       nineteenth,
to the Grantor Trust in respect of the Class E-2 Trust Component and, thus, concurrently to the Class E-2 Certificates, Class E
Certificates, Class EF Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class E-2
Percentage Interest, the Class E-E-2 Exchange Percentage Interest, the Class EF-E-2 Exchange Percentage Interest and the Class
EFG-E-2 Exchange Percentage Interest, respectively, of the aggregate Interest Distribution Amount with respect to the Class E-2
Trust Component;


 


(xx)        twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component have been reduced to zero, to the Grantor Trust in respect of the Class E-2 Trust Component and,
thus, concurrently, to the Class E-2 Certificates, Class E Certificates, Class EF Certificates and Class EFG Certificates, in reduction
of their Certificate Balances, up to an amount equal to the Class E-2 Percentage Interest, the Class E-E-2 Exchange Percentage
Interest, the Class EF-E-2 Exchange Percentage Interest and the Class EFG-E-2 Exchange Percentage Interest, respectively, of the
remaining Principal Distribution Amount for such Distribution Date after distributions of the Principal Distribution Amount pursuant
to all prior clauses until the Certificate Balance of the Class E-2 Trust Component is reduced to zero;


 


(xxi)       twenty-first,
to the Grantor Trust in respect of the Class E-2 Trust Component and, thus, concurrently, to the Class E-2 Certificates, Class
E Certificates, Class E Certificates F and Class EFG Certificates, first, up to an amount equal to the Class E-2 Percentage
Interest, the Class E-E-2 Exchange Percentage Interest, the Class EF-E-2 Exchange Percentage Interest and the Class EFG-E-2 Exchange
Percentage


 



    	-298-



    	 



    

 


Interest, respectively, of the aggregate of unreimbursed Realized Losses previously allocated to the Class E-2 Trust
Component, and second, up to an amount equal to the Class E-2 Percentage Interest, the Class E-E-2 Exchange Percentage Interest,
the Class EF-E-2 Exchange Percentage Interest and the Class EFG-E-2 Exchange Percentage Interest, respectively, of interest on
such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the date the Realized
Loss was allocated to such Trust Component;


 


(xxii)      twenty-second,
to the Grantor Trust in respect of the Class F-1 Trust Component and, thus, concurrently to the Class F-1 Certificates, Class F
Certificates, Class EF Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class F-1
Percentage Interest, the Class F-F-1 Exchange Percentage Interest, the Class EF-F-1 Exchange Percentage Interest and the Class
EFG-F-1 Exchange Percentage Interest, respectively, of the aggregate Interest Distribution Amount with respect to the Class F-1
Trust Component;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component and Class E-2 Trust Component have been reduced to zero, to the Grantor Trust in respect of the Class
F-1 Trust Component and, thus, concurrently, to the Class F-1 Certificates, Class F Certificates, Class EF Certificates and Class
EFG Certificates, in reduction of their Certificate Balances, up to an amount equal to the Class F-1 Percentage Interest, the Class
F-F-1 Exchange Percentage Interest, the Class EF-F-1 Exchange Percentage Interest and the Class EFG-F-1 Exchange Percentage Interest,
respectively, of the remaining Principal Distribution Amount for such Distribution Date after distributions of the Principal Distribution
Amount pursuant to all prior clauses until the Certificate Balance of the Class F-1 Trust Component is reduced to zero;


 


(xxiv)      twenty-fourth,
to the Grantor Trust in respect of the Class F-1 Trust Component and, thus, concurrently, to the Class F-1 Certificates, Class
F Certificates, Class EF Certificates and Class EFG Certificates, first, up to an amount equal to the Class F-1 Percentage
Interest, the Class F-F-1 Exchange Percentage Interest, the Class EF-F-1 Exchange Percentage Interest and the Class EFG-F-1 Exchange
Percentage Interest, respectively, of the aggregate of unreimbursed Realized Losses previously allocated to the Class F-1 Trust
Component, and second, up to an amount equal to the Class F-1 Percentage Interest, the Class F-F-1 Exchange Percentage Interest,
the Class EF-F-1 Exchange Percentage Interest and the Class EFG-F-1 Exchange Percentage Interest, respectively, of interest on
such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the date the Realized
Loss was allocated to such Trust Component;


 


(xxv)       twenty-fifth,
to the Grantor Trust in respect of the Class F-2 Trust Component and, thus, concurrently to the Class F-2 Certificates, Class F
Certificates, Class EF Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class F-2
Percentage Interest, the Class F-F-2 Exchange Percentage Interest, the Class EF-F-2 Exchange Percentage Interest and the Class
EFG-F-2 Exchange


 



    	-299-



    	 



    

 


Percentage Interest, respectively, of the aggregate Interest Distribution Amount with respect to the Class F-2
Trust Component;


 


(xxvi)      twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component, Class E-2 Trust Component and Class F-1 Trust Component have been reduced to zero, to the Grantor
Trust in respect of the Class F-2 Trust Component and, thus, concurrently, to the Class F-2 Certificates, Class F Certificates,
Class EF Certificates and Class EFG Certificates, in reduction of their Certificate Balances, up to an amount equal to the Class
F-2 Percentage Interest, the Class F-F-2 Exchange Percentage Interest, the Class EF-F-2 Exchange Percentage Interest and the Class
EFG-F-2 Exchange Percentage Interest, respectively, of the remaining Principal Distribution Amount for such Distribution Date after
distributions of the Principal Distribution Amount pursuant to all prior clauses until the Certificate Balance of the Class F-2
Trust Component is reduced to zero;


 


(xxvii)     twenty-seventh,
to the Grantor Trust in respect of the Class F-2 Trust Component and, thus, concurrently, to the Class F-2 Certificates, Class
F Certificates, Class EF Certificates and Class EFG Certificates, first, up to an amount equal to the Class F-2 Percentage
Interest, the Class F-F-2 Exchange Percentage Interest, the Class EF-F-2 Exchange Percentage Interest and the Class EFG-F-2 Exchange
Percentage Interest, respectively, of the aggregate of unreimbursed Realized Losses previously allocated to the Class F-2 Trust
Component, and second, up to an amount equal to the Class F-2 Percentage Interest, the Class F-F-2 Exchange Percentage Interest,
the Class EF-F-2 Exchange Percentage Interest and the Class EFG-F-2 Exchange Percentage Interest, respectively, of interest on
such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the date the Realized
Loss was allocated to such Trust Component;


 


(xxviii)    twenty-eighth,
to the Grantor Trust in respect of the Class G-1 Trust Component and, thus, concurrently to the Class G-1 Certificates, Class G
Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class G-1 Percentage Interest, the
Class G-G-1 Exchange Percentage Interest and the Class EFG-G-1 Exchange Percentage Interest, respectively, of the aggregate Interest
Distribution Amount with respect to the Class G-1 Trust Component;


 


(xxix)      twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component, Class E-2 Trust Component, Class F-1 Trust Component and Class F-2 Trust Component have been reduced
to zero, to the Grantor Trust in respect of the Class G-1 Trust Component and, thus, concurrently, to the Class G-1 Certificates,
Class G Certificates and Class EFG Certificates, in reduction of their Certificate Balances, up to an amount equal to the Class
G-1 Percentage Interest, the Class G-G-1 Exchange Percentage Interest and the Class EFG-G-1 Exchange Percentage Interest, respectively,
of the remaining Principal Distribution Amount for such Distribution Date after distributions of the Principal Distribution Amount
pursuant to all prior clauses until the Certificate Balance of the Class G-1 Trust Component is reduced to zero;


 



    	-300-



    	 



    

 


(xxx)       thirtieth,
to the Grantor Trust in respect of the Class G-1 Trust Component and, thus, concurrently, to the Class G-1 Certificates, Class
G Certificates and Class EFG Certificates, first, up to an amount equal to the Class G-1 Percentage Interest, the Class
G-G-1 Exchange Percentage Interest and the Class EFG-G-1 Exchange Percentage Interest, respectively, of the aggregate of unreimbursed
Realized Losses previously allocated to the Class G-1 Trust Component, and second, up to an amount equal to the Class G-1
Percentage Interest, the Class G-G-1 Exchange Percentage Interest and the Class EFG-G-1 Exchange Percentage Interest, respectively,
of interest on such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the
date the Realized Loss was allocated to such Trust Component;


 


(xxxi)      thirty-first,
to the Grantor Trust in respect of the Class G-2 Trust Component and, thus, concurrently to the Class G-2 Certificates, Class G
Certificates and Class EFG Certificates, in respect of interest, up to an amount equal to the Class G-2 Percentage Interest, the
Class G-G-2 Exchange Percentage Interest and the Class EFG-G-2 Exchange Percentage Interest, respectively, of the aggregate Interest
Distribution Amount with respect to the Class G-2 Trust Component;


 


(xxxii)     thirty-second,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component, Class E-2 Trust Component, Class F-1 Trust Component, Class F-2 Trust Component and Class G-1 Trust
Component have been reduced to zero, to the Class G-2 Trust Component and, thus, concurrently, to the Grantor Trust in respect
of the Class G-2 Certificates, Class G Certificates and Class EFG Certificates, in reduction of their Certificate Balances, up
to an amount equal to the Class G-2 Percentage Interest, the Class G-G-2 Exchange Percentage Interest and the Class EFG-G-2 Exchange
Percentage Interest, respectively, of the remaining Principal Distribution Amount for such Distribution Date after distributions
of the Principal Distribution Amount pursuant to all prior clauses until the Certificate Balance of the Class G-2 Trust Component
is reduced to zero;


 


(xxxiii)    thirty-third,
to the Grantor Trust in respect of the Class G-2 Trust Component and, thus, concurrently, to the Class G-2 Certificates, Class
G Certificates and Class EFG Certificates, first, up to an amount equal to the Class G-2 Percentage Interest, the Class
G-G-2 Exchange Percentage Interest and the Class EFG-G-2 Exchange Percentage Interest, respectively, of the aggregate of unreimbursed
Realized Losses previously allocated to the Class G-2 Trust Component, and second, up to an amount equal to the Class G-2
Percentage Interest, the Class G-G-2 Exchange Percentage Interest and the Class EFG-G-2 Exchange Percentage Interest, respectively,
of interest on such unreimbursed Realized Losses at the Pass-Through-Rate for such Trust Component compounded monthly from the
date the Realized Loss was allocated to such Trust Component;


 


(xxxiv)     thirty-fourth,
to the Grantor Trust in respect of the Class H-1 Trust Component and, thus, concurrently, to the Class H-1 Certificates and Class
H Certificates, in respect of interest, up to an amount equal to the Class H-1 Percentage


 



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Interest and the Class H-1 Exchange Percentage
Interest, respectively, multiplied by the aggregate Interest Distribution Amount with respect to the Class H-1 Trust Component;


 


(xxxv)      thirty-fifth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component, Class E-2 Trust Component, Class F-1 Trust Component, Class F-2 Trust Component, Class G-1 Trust
Component and Class G-2 Trust Component have been reduced to zero, to the Grantor Trust in respect of the Class H-1 Trust Component
and, thus, concurrently, to the Class H-1 Certificates and Class H Certificates, in reduction of their Certificate Balances, up
to an amount equal to the Class H-1 Percentage Interest and the Class H-1 Exchange Percentage Interest, respectively, of the remaining
Principal Distribution Amount for such Distribution Date after distributions of the Principal Distribution Amount pursuant to all
prior clauses until the Certificate Balance of the Class H-1 Trust Component is reduced to zero;


 


(xxxvi)     thirty-sixth,
to the Grantor Trust in respect of the Class H-1 Trust Component and, thus, concurrently, to the Class H-1 Certificates and Class
H Certificates, first, up to an amount equal to the Class H-1 Percentage Interest and Class H-1 Exchange Percentage
Interest, respectively, multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class H-1 Trust
Component, and second, up to an amount equal to the Class H-1 Percentage Interest and Class H-1 Exchange Percentage Interest,
respectively, of interest on such unreimbursed Realized Losses at the Pass-Through Rate for such Trust Component compounded monthly
from the date the related Realized Loss was allocated to such Trust Component;


 


(xxxvii)    thirty-seventh,
to the Grantor Trust in respect of the Class H-2 Trust Component and, thus, concurrently, to the Class H-2 Certificates and Class
H Certificates, in respect of interest, up to an amount equal to the Class H-2 Percentage Interest and Class H-2 Exchange Percentage
Interest, respectively, multiplied by the aggregate Interest Distribution Amount with respect to the Class H-2 Trust Component;


 


(xxxviii)   thirty-eighth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
and Class E-1 Trust Component, Class E-2 Trust Component, Class F-1 Trust Component, Class F-2 Trust Component, Class G-1 Trust
Component, Class G-2 Trust Component and Class H-1 Trust Component have been reduced to zero, to the Grantor Trust in respect of
the Class H-2 Trust Component and, thus, concurrently, to the Class H-2 Certificates and Class H Certificates, in reduction of
their Certificate Balances, up to an amount equal to the Class H-2 Percentage Interest and the Class H-2 Exchange Percentage Interest,
respectively, of the remaining Principal Distribution Amount for such Distribution Date after distributions of the Principal Distribution
Amount pursuant to all prior clauses until the Certificate Balance of the Class H-2 Trust Component is reduced to zero;


 


(xxxix)     thirty-ninth,
to the Grantor Trust in respect of the Class H-2 Trust Component and, thus, concurrently, to the Class H-2 Certificates and Class
H Certificates, first, up to an amount equal to the Class H-2 Percentage Interest and Class H-2 Exchange Percentage
Interest, respectively, multiplied by the aggregate of


 



    	-302-



    	 



    

 


unreimbursed Realized Losses previously allocated to the Class H-2 Trust
Component, and second, up to an amount equal to the Class H-2 Percentage Interest and Class H-2 Exchange Percentage Interest,
respectively, of interest on such unreimbursed Realized Losses at the Pass-Through Rate for such Trust Component compounded monthly
from the date the related Realized Loss was allocated to such Trust Component; and


 


(xl)        fortieth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          On
each Distribution Date, amounts distributed to the Trust Components pursuant to Section 4.01(a) will be distributed to the
related Class of Certificates (as listed in the table in Section 5.09(a)) from the related Distribution Account, pro
rata in accordance with their related Exchange Percentage Interests.


 


(c)          On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
Holders of the respective Related Certificates or Related Trust Components as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates or Related Trust Components. On each Distribution Date,
each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest
Distribution Amount in respect of its Related Certificates or Related Trust Components plus a pro rata portion of the Interest
Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4 and Class LASB Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates,
and (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates or Related
Trust Components and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable
thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively
as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such
Lower-Tier Distribution Amount to


 



    	-303-



    	 



    

 


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 or Related Trust Component
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          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 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 will pay to the holders of each class of the Class A-1, Class A-2, Class
A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates, the product of (a) such Yield Maintenance Charge
or Prepayment Premium, (b) the related Base Interest Fraction for such class, and (c) a fraction, the numerator of which is equal
to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates (other than the Control Eligible Certificates) for that Distribution
Date. Any Yield Maintenance Charge or Prepayment Premium that is collected during any particular Collection Period with respect
to any Mortgage Loan and remaining after the distributions in the preceding sentence (as to the applicable Distribution Date, the
“Class X YM Distribution Amount”) will be distributed to the holders of the Class X Certificates as follows:
(1) first, to the Class X-A and Class X-B Certificates, in each case in an amount equal to the product of (i) a fraction,
the numerator of which is equal to the amount of principal distributed on the applicable Distribution Date with respect to the
Class(es) of Principal Balance Certificates whose Certificate Balances comprise the Notional Amount of the applicable Class of
Class X Certificates, and the denominator of which is the total amount of principal distributed on the applicable Distribution
Date with respect to the Principal Balance Certificates, multiplied by (ii) the Class X YM Distribution Amount for the applicable
Distribution Date, and (2) second, to the Class X-D


 



    	-304-



    	 



    

 


certificates, in an amount equal to the portion of the Class X YM Distribution
Amount remaining after the distributions to the holders of the Class X-A and Class X-B Certificates.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal
Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect
to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero and (y)
the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii) the applicable Discount
Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable
Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the
applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the
Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if
the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through
Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan
provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will
be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of
the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class E-1, Class E-2, Class E, Class F-1, Class F-2, Class
F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, 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-S, Class B, Class C and Class D Certificates have
been reduced to zero, all Yield Maintenance


 



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Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed
to the Holder of the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates and Trust Components (in order of distribution priority) (first deeming such amounts to be distributed with respect
to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale
Reserve Account will 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. Upon termination
of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates
from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm


 



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(a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 


(i)          the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)        no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(f), as applicable, to the Holders of the respective Class otherwise entitled to distributions
of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement
of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that
surrendered the


 



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Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the
aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is
returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder,
and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h)
as if such Holder had failed to surrender its Certificates.


 


(j)          On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest
will not be available to pay any other amounts except for distributions on Class V Certificates set forth in the prior sentence.


 


(k)          On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)        to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)        to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 



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On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section 4.02     Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution Date,
the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in
accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)        the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect
to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the
Master Servicer and the Special Servicer;


 


(iv)        the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(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;


 



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(viii)      the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)        the
Available Funds for such Distribution Date;


 


(x)          the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount 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 (A) to Prepayment Premiums
and Yield Maintenance Charges, (B) (in the case of the Class V Certificates), Excess Interest and (C) prepayment premiums;


 


(xii)       the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet showing
the calculation of each Appraisal Reduction Amount on a current and cumulative 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


 



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Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)        a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)      in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)     the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


 


(xxvii)     the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    [RESERVED];


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 



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(xxx)       the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)     the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and
(xxxiv) above, (A) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate and (B) the Exchangeable Combined Certificates shall receive such information with respect
to such clauses allocable to the Exchangeable Certificates exchanged therefor.


 


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 distribution
period in which such Asset Review Report Summary was received, 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 Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not
be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b),
other than information produced by the Master Servicer or Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master


 



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Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any
Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the
effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled


 



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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-1D
that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit
to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal
to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution
Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in
discharge of any such obligation to make P&I Advances or (iii) make P&I Advances in the form of any combination of (i)
and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such
P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or
before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance
by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section
7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure
(and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time,
on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate
Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance
Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property
Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution
Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Pari Passu Loan Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the
close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date


 



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(including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection
(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer shall make its
determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer)
that it has made a P&I Advance on such Non-Serviced Mortgage Loan that 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 or the applicable Non-Serviced Special Servicer, as the case
may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or
Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may,
based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this
Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the


 



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Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard
to this clause (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.


 


(f)          In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments
of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable)
expected to be outstanding immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance
of the Principal Balance Certificates (other than the Exchangeable


 



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Certificates and the Exchangeable Combined Certificates) and the Trust Components after giving effect to distributions of principal
on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to a Class
of Regular Certificates or Trust Components shall be made by reducing the Certificate Balance thereof by the amount so allocated.
Any Realized Losses so allocated to a Class of Regular Certificates or Trust Components shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates or Trust Components in respect of which any such reimbursement is made. With respect to any
Class of Principal Balance Certificates or Trust Components, to the extent any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance
of the Class or Classes of Principal Balance Certificates or Trust Components that previously were allocated Realized Losses, in
sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates or Trust Components.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates and the Trust Components will be reduced
without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates and Trust Components
with respect to such Distribution Date. Any such write off shall be allocated in the following order:


 


(i)          first,
to the Class H-2 Trust Component (and correspondingly, to the Class H-2 certificates and the Class H certificates, pro rata
based on their respective Exchange Percentages in the Class H-2 Trust Component);


 


(ii)        second,
to the Class H-1 Trust Component (and correspondingly, to the Class H-1 certificates and the Class H certificates, pro rata
based on their respective Exchange Percentages in the Class H-1 Trust Component);


 


(iii)       third,
to the Class G-2 Trust Component (and correspondingly, to the Class G-2, Class G and Class EFG certificates, pro rata based
on their respective Exchange Percentages in the Class G-2 Trust Component);


 


(iv)        fourth,
to the Class G-1 Trust Component (and correspondingly, to the Class G-1, Class G and Class EFG certificates, pro rata based
on their respective Exchange Percentages in the Class G-1 Trust Component);


 


(v)          fifth,
to the Class F-2 Trust Component (and correspondingly, to the Class F-2, Class F, Class EF and Class EFG certificates, pro rata
based on their respective Exchange Percentages in the Class F-2 Trust Component);


 



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(vi)        sixth,
to the Class F-1 Trust Component (and correspondingly, to the Class F-1, Class F, Class EF and Class EFG certificates, pro rata
based on their respective Exchange Percentages in the Class F-1 Trust Component);


 


(vii)       seventh,
to the Class E-2 Trust Component (and correspondingly, to the Class E-2, Class E, Class EF and Class EFG certificates, pro rata
based on their respective Exchange Percentages in the Class E-2 Trust Component);


 


(viii)      eighth,
to the Class E-1 Trust Component (and correspondingly, to the Class E-1, Class E, Class EF and Class EFG certificates, pro rata
based on their respective Exchange Percentages in the Class E-1 Trust Component);


 


(ix)        ninth,
to the Class D certificates;


 


(x)          tenth,
to the Class C certificates;


 


(xi)        eleventh,
to the Class B certificates; and


 


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


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than the Exchangeable
Certificates and Exchangeable Combined Certificates) or Trust Component pursuant to Section 4.04(a) or Section 4.04(b),
respectively, 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. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred
and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer
or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related
Mortgage Loan) will be allocated to each Class of Certificates or Trust Components 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-2 Trust Component (and correspondingly, to the Class H-2 Certificates and the Class H Certificates, pro rata
based on their respective Exchange Percentage Interests in the Class H-2 Trust Component), second to the Class H-1
Trust Component (and correspondingly, to the Class H-1 Certificates and the Class H Certificates, pro rata based on their
respective Exchange Percentage Interests in the Class H-1 Trust Component), third, to the Class G-2 Trust Component (and
correspondingly, to the Class G-2 Certificates, Class G Certificates and Class EFG Certificates, pro rata based on their
respective Exchange Percentage Interests in the Class G-2 Trust Component), fourth, to the Class G-1 Trust Component (and
correspondingly, to the Class G-1 Certificates, Class G Certificates and Class EFG Certificates, pro rata based on their
respective Exchange Percentage Interests in the Class G-1 Trust Component), fifth, to the Class F-2 Trust Component (and
correspondingly, to the Class F-2 Certificates, Class F Certificates, Class EF Certificates and Class EFG Certificates, 


 



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pro rata based on their respective Exchange Percentage
Interests in the Class F-2 Trust Component), sixth, to the Class F-1 Trust Component (and correspondingly, to the Class
F-1 Certificates, Class F Certificates, Class EF Certificates and Class EFG Certificates, pro rata based on their respective
Exchange Percentage Interests in the Class F-1 Trust Component), seventh, to the Class E-2 Trust Component (and correspondingly,
to the Class E-2 Certificates, Class E Certificates, Class EF Certificates and Class EFG Certificates, pro rata based on
their respective Exchange Percentage Interests in the Class E-2 Trust Component), eighth, to the Class E-1 Trust Component
(and correspondingly, to the Class E-1 Certificates, Class E Certificates, Class EF Certificates and Class EFG Certificates, pro
rata based on their respective Exchange Percentage Interests in the Class E-1 Trust Component), ninth, to the Class
D Certificates, tenth, to the Class C Certificates, eleventh, to the Class B Certificates, twelfth, to the
Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).
Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any
Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included
in the CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator
shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide
notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction
Amount calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will
be determined on an “as-is” basis.


 


(b)          (i)
The grouping 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 in respect of such grouping
of Classes shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect
to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting
Holders”). The Special Servicer shall use its reasonable best 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 Special Servicer to obtain an additional
Appraisal).


 


(ii)        Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based
on such supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each 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. The Holders of an Appraised-Out
Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control,
consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as


 



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the Controlling Class
(such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause
(i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal
Reduction Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount 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 most subordinate grouping of Control Eligible Certificates that is not an Appraised-Out Class,
if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and
(2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer
of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the
cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal
Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the
Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction
Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered
in the CREFC® Appraisal Reduction Template format; provided,
however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure
by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer
if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction
Amount, such redetermined Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount with respect to such Mortgage
Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the


 



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occurrence of a Consultation Termination Event and other
than with respect to any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder with respect to
any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance
with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period
immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall
not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer
within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan 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 Serviced Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related Serviced AB Mortgage Loan. 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


 



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related
Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective Stated 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 Exchangeable Certificates, Exchangeable Combined Certificates or Class V Certificates in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal
Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of
the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Exchangeable Certificates,
Exchangeable Combined Certificates and Class V Certificates their allocable share of income and expense with respect to the Exchangeable
Certificates or Exchangeable Combined Certificates and the Class E Distribution Account, Class F Distribution Account, Class G
Distribution Account and Class H Distribution Account, 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 will be treated as 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 shall be entitled to rely on the first sentence
of this Section 4.06(b) and 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 such sentence 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, an Exchangeable Certificate or an Exchangeable Combined Certificate, by acceptance of its interest in
such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information


 



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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, an Exchangeable Certificate or an Exchangeable Combined Certificate, including the price, amount
of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there
is no secondary market trading of WHFIT interests.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section
4.07     Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A)
the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer,
as applicable, relating to the reports being made available pursuant to Sections 3.13(b) and (d), the Mortgage
Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to
the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and
answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer,
Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the
Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the
following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor, as
applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the
Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described


 



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above, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable
Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information
Exception, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry
and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator
of such determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder
as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any
Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master
Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no
inference should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or
the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner


 



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that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be
posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines
in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs


 



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and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency
Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider
shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum
and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section 4.08     Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of each
Mortgage Loan Seller’s Diligence File Certification, deliver to the Certificate Administrator within one-hundred twenty
(120) days following the Closing Date an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the IntraLinks 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 RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents 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


 



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Certificate Administrator shall not be responsible or held
liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room; provided
that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator
shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure
Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07,
the Certificate Administrator shall transfer electronic copies of the Diligence Files to a successor certificate administrator
designated in writing by the Depositor or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence
Files shall be payable as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation
or removal of the Certificate Administrator pursuant to Section 8.07. Following
the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Special Servicer
may direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure
Data Room; provided that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence
File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 



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ARTICLE
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits
A-1 through and including A-3, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as
may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution
thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not
less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class
X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial
Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class R and Class V Certificates) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original
Certificate Balance or initial Notional Amount, as applicable, of any Class 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 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 C-III Collateral Management
LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws,
then either:


 






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(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the successor certificate administrator shall appoint a successor authenticating agent,
which may be the successor certificate administrator or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates 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


 



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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 Certificates shall only be
in the form of Definitive Certificates.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


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


 



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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 and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from
the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of
any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section
5.03.


 


(b)          Subject
to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 






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(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
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to
the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to


 



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credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and 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


 



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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 Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the
same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), 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)           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


 



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(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.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S 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.


 


(k)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers or the initial issuance of the Certificates) 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 (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA)
for which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local law
(“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose
underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor
Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general
account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from
the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption
95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if
such Certificate which may be held only by a person not described in clauses (A) or (B) above, 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 and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning
of ERISA,


 



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Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, 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 Agreement. The Certificate Administrator shall not register the sale, transfer,
pledge or other disposition of any ERISA Restricted Certificate unless the Certificate Administrator has received either the representation
letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of
the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor or
the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified
in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates
that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the
extent permitted under applicable law.


 


(n)          No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each prospective transferee of a Class
R or Class V Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not 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(n) 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.


 






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(ii)         No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S.
Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y)
other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit 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 the Transferee Affidavit are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 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


 



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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.


 


(o)              The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)              Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the
Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the absence of actual
notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to
cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 






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Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or
under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the
Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder
(at such Certificateholder’s sole cost and expense) a current list of the Certificateholders. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the
disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which
information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon
request therefor.


 


(b)              (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)         In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to
the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate will be paid by the Trust.


 






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Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The
Certificate Registrar initially designates its office at 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 Depositor shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements
set forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09      Exchanges
of Exchangeable Certificates and Exchangeable Combined Certificates.


 


(a)          The
Class E-1 Certificates, Class E-2 Certificates, Class F-1 Certificates, Class F-2 Certificates, Class G-1 Certificates, Class G-2
Certificates, Class H-1 Certificates and Class H-2 Certificates are collectively referred to herein as the “Exchangeable
Certificates”, and the Class E Certificates, Class F Certificates, Class EF Certificates, Class G Certificates, Class


 



    	-341-



    	 



    

 


EFG Certificates and Class H Certificates are collectively referred to herein as the “Exchangeable Combined Certificates”.


 


On the Closing Date,
the Upper-Tier REMIC shall issue the Class E-1 Trust Component, Class E-2 Trust Component, Class F-1 Trust Component, Class F-2
Trust Component, Class G-1 Trust Component, Class G-2 Trust Component, Class H-1 Trust Component and Class H-2 Trust Component
(each a “Trust Component”), which shall have outstanding balances on the Closing Date as set forth in the table
below.


 


The Trust Components


 


	Trust Component	Original Certificate Balance
	Class E-1 Trust Component	$14,335,000
	Class E-2 Trust Component	$14,335,000
	Class F-1 Trust Component	$ 4,778,000
	Class F-2 Trust Component	$ 4,778,000
	Class G-1 Trust Component	$11,348,500
	Class G-2 Trust Component	$11,348,500
	Class H-1 Trust Component	$14,334,677
	Class H-2 Trust Component	$14,334,677


 


Groups of Exchangeable
Certificates may be exchanged for the related Exchangeable Combined Certificates, and vice versa, in whole or in part in
accordance with the terms of this Section 5.09(a) and the other applicable provisions of ARTICLE V hereof.


 


Exchangeable Certificates
and Exchangeable Combined Certificates shall at all times represent undivided beneficial ownership interests, held through the
Grantor Trust, in one or more Trust Components, as set forth in the table below. With respect to each Class of the Exchangeable
Combined Certificates, the portion of each underlying Trust Component represented by such Class of Certificates is the designated
“Exchangeable Component” set forth in the table below, each of which corresponds to the underlying Trust Component
with the same alphanumeric designation.


 


Components Corresponding to Exchangeable
Certificates

and Exchangeable Combined Certificates


 


	Class of

Certificates	Underlying Trust 

Components	Exchangeable

Components
	Class E-1	Class E-1	N/A
	Class E-2	Class E-2	N/A
	Class E	Class E-1

Class E-2	Class E Component E-1

Class E Component E-2



 






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	Class F-1	Class F-1	N/A
	Class F-2	Class F-2	N/A
	Class F	Class F-1

Class F-2	Class F Component F-1

Class F Component F-2
	Class EF	Class E-1

Class E-2

Class F-1

Class F-2	Class EF Component E-1

Class EF Component E-2

Class EF Component F-1

Class EF Component F-2
	Class G-1	Class G-1	N/A
	Class G-2	Class G-2	N/A
	Class G	Class G-1

Class G-2	Class G Component G-1

Class G Component G-2
	Class EFG	Class E-1

Class E-2

Class F-1

Class F-2

Class G-1

Class G-2	Class EFG Component E-1

Class EFG Component E-2

Class EFG Component F-1

Class EFG Component F-2

Class EFG Component G-1

Class EFG Component G-2
	Class H-1	Class H-1	N/A
	Class H-2	Class H-2	N/A
	Class H	Class H-1

Class H-2	Class H Component H-1

Class H Component H-2


 


Each Class of Exchangeable
Combined Certificates may be exchanged on the books of DTC for the corresponding Classes of Exchangeable Certificates set forth
next to such Class in the table below, and vice versa. The percentage set forth next to each Class of Exchangeable Certificates
in the table below represents the percentage of the aggregate Certificate Balance of all Exchangeable Certificates involved in
an exchange that is represented by the Certificate Balance of such Class of Exchangeable Certificates that is required to be surrendered
to receive the corresponding Exchangeable Combined Certificates (or that will be received if Exchangeable Combined Certificates
are surrendered) (each an “Exchange Proportion”).


 


	Class of Exchangeable 

Combined Certificates	Corresponding Classes of 

Exchangeable Certificates	Exchange Proportion
	Class E	Class E-1

Class E-2	50%

50%
	Class F	Class F-1

Class F-2	50%

50%
	Class EF	Class E-1	37.5006540051274%



 






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Class E-2

Class F-1

Class F-2	
37.5006540051274%

12.4993459948726%

12.4993459948726%
	Class G	Class G-1

Class G-2	50%

50%
	Class EFG	Class E-1

Class E-2

Class F-1

Class F-2

Class G-1

Class G-2	23.5297014263907%

23.5297014263907%

7.84268667005893%

7.84268667005893%

18.6276119035504%

18.6276119035504%
	Class H	Class H-1

Class H-2	50%

50%


 


Following any exchange
of any Class of Exchangeable Combined Certificates for the corresponding Exchangeable Certificates, or any exchange of the specified
Exchange Percentages of the Exchangeable Certificates for a Class of Exchangeable Combined Certificates, the percentage interests
of the outstanding Certificate Balances of the Trust Components with the same alphanumeric designation that are represented by
the related Exchangeable Certificates (or related Exchangeable Components) shall be increased or decreased accordingly.


 


As of the Closing Date,
the Certificate Balance and Percentage Interest and Exchange Percentage Interest for each Class of Exchangeable Combined Certificates
and each Class of Exchangeable Certificates are as follows:


 


Approximate Closing
Date Certificate Balance of Exchangeable Certificates or 

Exchangeable Combination Certificates


 


	Class
                                         of Exchangeable Certificates or

                                         Exchangeable Combination Certificates 
	 	Approximate
                                         Closing 

                                         Date Certificate 

                                         Balance

	Class
    E-1 Exchangeable Certificate	 	$
    0
	Class
    E-2 Exchangeable Certificate	 	$
    0
	Class
    E Exchangeable Combination Certificate	 	$
    28,670,000
	Class
    F-1 Exchangeable Certificate	 	$
    0
	Class
    F-2 Exchangeable Certificate	 	$
    0
	Class
    F Exchangeable Combination Certificate	 	$
    9,556,000
	Class
    EF Exchangeable Combination Certificate	 	$
    0
	Class
    G-1 Exchangeable Certificate	 	$
    0
	Class
    G-2 Exchangeable Certificate	 	$
    0
	Class
    G Exchangeable Combination Certificate	 	$
    22,697,000
	Class
    EFG Exchangeable Combination Certificate	 	$
    0
	Class
    H-1 Exchangeable Certificate	 	$
    2,608,677
	Class
    H-2 Exchangeable Certificate	 	$
    2,608,677
	Class
    H Exchangeable Combination Certificate	 	$
    23,452,000


 






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Closing Date Percentage
Interests


 


	Percentage
                                         Interest
	 	Approximate

                                         Closing Date 

                                         Percentage Interest
	 
	Class
    E-1 Percentage Interest 	 	0.00%
	Class
    E-2 Percentage Interest	 	0.00%
	Class
    E-E-1 Exchange Percentage Interest	 	100.00%
	Class
    E-E-2 Exchange Percentage Interest	 	100.00%
	Class
    EF-E-1 Exchange Percentage Interest	 	0.00%
	Class
    EF-E-2 Exchange Percentage Interest	 	0.00%
	Class
    EF-F-1 Exchange Percentage Interest	 	0.00%
	Class
    EF-F-2 Exchange Percentage Interest	 	0.00%
	Class
    F-1 Percentage Interest	 	0.00%
	Class
    F-2 Percentage Interest	 	0.00%
	Class
    F-F-1 Exchange Percentage Interest	 	100.00%
	Class
    F-F-2 Exchange Percentage Interest	 	100.00%
	Class
    G-1 Percentage Interest	 	0.00%
	Class
    G-2 Percentage Interest	 	0.00%
	Class
    G-G-1 Exchange Percentage Interest	 	100.00%
	Class
    G-G-2 Exchange Percentage Interest	 	100.00%
	Class
    EFG-E-1 Exchange Percentage Interest	 	0.00%
	Class
    EFG-E-2 Exchange Percentage Interest	 	0.00%
	Class
    EFG-F-1 Exchange Percentage Interest	 	0.00%
	Class
    EFG-F-2 Exchange Percentage Interest	 	0.00%
	Class
    EFG-G-1 Exchange Percentage Interest	 	0.00%
	Class
    EFG-G-2 Exchange Percentage Interest	 	0.00%
	Class
    H-1 Exchange Percentage Interest	 	81.8%
	Class
    H-1 Percentage Interest	 	18.2%
	Class
    H-2 Exchange Percentage Interest	 	81.8%
	Class
    H-2 Percentage Interest	 	18.2%


 


There is no limit on
the number of exchanges authorized under this Section 5.09(a); provided that exchanges shall no longer be permitted
following the date when the then current principal balance of the most senior corresponding Trust Component is reduced to zero
as a result of the payment in full of all interest and principal on that Trust Component or the then current principal balance
of the most subordinate corresponding Trust Component is reduced to zero as a result of the application of Realized Losses to that
Trust Component. In all cases, however, an exchange may not occur if the face amount of the Certificates to be received in the
exchange would not represent a minimum authorized denomination for the relevant Class as described under Section 5.01. In
addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered
to the Certificate Administrator on the Closing Date.


 


The various amounts distributable
on any Class of Exchangeable Combined Certificates on each Distribution Date in respect of Interest Accrual Amounts, Interest Distribution
Amounts, Principal Distribution Amounts, reimbursements of Realized Losses and yield maintenance charges allocated to any of the
respective percentage interests in the Trust Components represented by such Exchangeable Combined Certificates shall be so distributed
in a single, aggregate distribution to the Holders of such Exchangeable Combined Certificates on such Distribution Date. Any Realized
Losses, Interest Shortfalls and other shortfalls, including as a result of Appraisal Reduction Events, allocated to the percentage
interests in the Trust


 



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Components represented by any Class of Exchangeable Combined Certificates shall be borne by such Exchangeable
Combined Certificates and any recoveries of such amounts shall be paid to such any Class of Exchangeable Combined Certificates.


 


(b)          Exchangeable
Certificates shall be exchangeable on the books of the Depository for a related Class of Exchangeable Combined Certificates, and
Exchangeable Combined Certificates shall be exchangeable on the books of the Depository for the related Exchangeable Certificates,
after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to
effect an exchange of the Exchangeable Certificates or Exchangeable Combined Certificates, the Certificateholder shall notify the
Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com no later than three (3) Business Days before the
proposed date for the exchange (the “Exchange Date”). The Exchange Date can be any Business Day other than the
first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator.


 


(c)          With
respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates or Exchangeable Combined Certificates to be exchanged and converted and the Exchangeable Certificate
or the Exchangeable Combined Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance
of the Exchangeable Certificates or the Exchangeable Combined Certificates to be exchanged and converted, (iii) the Certificateholder’s
Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder shall utilize the “deposit
and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable
on the second (2nd) Business Day before the Exchange Date.


 


(d)          In
connection with each exchange, the Certificateholder may be required to pay certain administrative fees charged by DTC and such
fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. For the
avoidance of doubt, no fee or service charge shall be required with respect to any exchange of Exchangeable Certificates or Exchangeable
Combined Certificates, other than such administrative fees charged by the Depository. The first distribution on an Exchangeable
Certificate or Exchangeable Combined Certificates shall be made in the month following the month of exchange to the Certificateholder
of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall
have any obligation to ensure the availability of the applicable Certificates to accomplish any exchange.


 


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


 



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determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate 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


 



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the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 









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ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the
Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants and
covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


(iii)        The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 






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(v)         The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect 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 hereof; and


 


(viii)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


      (b)        The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


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


 



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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 (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)         The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect 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 hereof; 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.


 






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      (c)        The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of 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;


 


(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)       [Reserved];


 






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(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, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)     
     The Asset Representations Reviewer is a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of 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


 



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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)        [Reserved];


 


(vii)       [Reserved];


 


(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 Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically
imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer herein.


 






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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.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to
indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include
attorney’s fees and expenses relating to the enforcement of such indemnity (but only after a non-appealable final judgment
or court order in favor of the indemnified party with respect to such indemnity or as agreed to by the related parties pursuant
to the settlement or otherwise).


 


Section
6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each 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)          The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is 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


 



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the Master Servicer, the Special Servicer or the Operating Advisor
enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is
subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


(i)          The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be 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


 



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the business of the Asset Representations Reviewer, shall be the successor of the Asset Representations
Reviewer hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Asset Representations
Reviewer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the Trustee has received a Rating
Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and their respective
Affiliates 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 (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member,
manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers,
shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, Certificate Administrator, the
Asset Representations Reviewer and the Operating Advisor and their respective Affiliates 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)
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever


 



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(including but not
limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on,
and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of
auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in
accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be
genuine and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in
which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


  



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Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the Special Servicer, as applicable, provided that such indemnity shall not cover special, punitive,
incidentals, exemplary, indirect or consequential damages, even if they were advised of the likelihood of such loss or damage and
regardless of the form of action. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable,
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with
counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially and adversely
prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover special, punitive, incidentals, exemplary, indirect or consequential damages,
even if they were advised of the likelihood of such loss or damage and regardless of the form of action. The Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator,
as applicable, shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as


 



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Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially and adversely prejudiced
thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) 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 and adversely prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the


 



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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 and adversely prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially and adversely prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced Depositor,
Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Paying Agent 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


 



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 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).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


(j)          For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the Trust or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code (for which determination the Master Servicer and Special
Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05    Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under
applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance
of such appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as
applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the
occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the
resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the
Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the
Special Servicer under clause (a) above shall become effective until a successor master servicer or successor special
servicer, as applicable, shall have assumed the


 



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Master Servicer’s or Special Servicer’s, as applicable,
responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the
Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.
Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer,
pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and
opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided
that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating
Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event)
such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all costs and expenses (including out-of-pocket costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to
appoint any successor master servicer or special servicer if 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 Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer
hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07     The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08    The
Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan for which the related holder of a
Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, for so long as no Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise: (1) the
Special Servicer with respect to all Specially Serviced Loans other than any Excluded Loan and all Non-Specially Serviced
Loans other than Excluded Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of
the Special Servicer and (2) the Special Servicer or the Master Servicer, as applicable, with respect to all Mortgage Loans
other than Excluded Loans, as to any extension of maturity being considered by the Special Servicer or by the Master Servicer
subject to consent or deemed consent of the


 



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Special Servicer, and notwithstanding anything herein to the contrary, except as
set forth in, and in any event subject to the second and third paragraphs of this Section 6.08, (i) with respect to a
Mortgage Loan (other than a Specially Serviced Loan or a Non-Serviced Mortgage Loan), the Master Servicer, shall not be
permitted to take any of the following actions (each a “Major Decision”), irrespective of whether any such
Major Decision constitutes a “Major Decision” under, and as defined in, the related Intercreditor Agreement,
unless it has obtained the consent or deemed consent of the Special Servicer (provided that such consent shall be
deemed given (unless earlier objected to by the Special Servicer) fifteen (15) Business Days after the
Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect to such
Major Decision and all information reasonably requested by the Special Servicer, and reasonably available to the Master
Servicer, in order to grant or withhold such consent and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and
is continuing, the Special Servicer shall not be permitted to take any of the following actions (and shall not be permitted
to consent to the Master Servicer’s taking any of the following actions as to which the Directing Certificateholder has
objected in writing (A) with respect to Specially Serviced Loans, within ten (10) Business Days (or thirty (30) days with
respect to clause (ix) below), after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and
reasonably available to the Special Servicer, in order to grant or withhold such consent or (B) with respect to Non-Specially
Serviced Loans, within five (5) Business Days (or thirty (30) days with respect to clause (x) below) after the
Directing Certificateholder’s receipt from the Special Servicer of the Master Servicer’s written analysis and the
Special Servicer’s recommendation with respect thereto, and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer, in order to grant or withhold such
consent (provided that if such written objection has not been received by the Special Servicer within such five (5) or
ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed to have approved such
action):


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into
and continue in default;


 


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


 


(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 Special Servicer is permitted to sell in accordance with this
Agreement, in each case, for less than the applicable Purchase Price;


 






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(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;


 


(v)        any
requests for release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced
Whole Loan or any consent to either of the foregoing, other than (A) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (B) releases of non-material parcels of a Mortgaged
Property, (C) releases that the related Mortgage Loan documents expressly require the mortgagee thereunder to make upon the satisfaction
of certain conditions (and the conditions to the release that are set forth in the related Mortgage Loan documents do not include
the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions
to the release set forth in the related Mortgage Loan documents that do not include any other approval or exercise)) and such release
is made as required by the related Mortgage Loan documents, (D) releases that are related to any condemnation action that is pending,
or threatened in writing, and would affect a non-material portion of the Mortgaged Property, or (E) releases of collateral securing
any Mortgage Loan in connection with a defeasance of such collateral;


 


(vi)       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 any such transfer or incurrence
of debt as may be effected without the consent of the lender under the related loan agreement;


 


(vii)      any
property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or
franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which the
lender is required to consent or approve under the Mortgage Loan documents);


 


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


 


(ix)        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;


 


(x)         any
determination of an Acceptable Insurance Default;


 






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(xi)        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 involves a ground lease or lease
of an outparcel or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements
at the Mortgaged Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either
is not a routine leasing matter or such transaction relates to a Specially Serviced Loan; provided that if lender consent
is not required for such transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xii)       any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; and


 


(xiii)      any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, however, that,
in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter
requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event in
this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the Special Servicer or Master Servicer, as applicable, may take any such action without
waiting for the Special Servicer’s (in the case of the Master Servicer) or the Directing Certificateholder’s response
(or without waiting to consult with the Directing Certificateholder or the Operating Advisor, as the case may be), provided
that the Special Servicer or Master Servicer, as applicable, provides the Special Servicer (in the case of the Master Servicer)
or the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing
Certificateholder for any of the foregoing actions 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 but, with
respect to the Directing Certificateholder only, prior to the occurrence of a Consultation Termination Event, the Special Servicer
shall consult with the Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan (and
any other actions which otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination
Event hereunder) and consider alternative actions recommended by the Directing Certificateholder, in respect thereof. In the event
the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days following its written
request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder
on the specific


 



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matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition,
after a Control Termination Event, the Special Servicer will also be required to consult with the Operating Advisor in connection
with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the
occurrence and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by
the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that
the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its
written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested
by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult
with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to
respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor
on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to
the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer 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.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the
rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially
expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as applicable, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing


 



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Certificateholder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer
or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced 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 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, and that such Non-Serviced
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 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 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 Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no


 



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liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director,
officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


  






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ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)
“Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)          (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)        any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)       any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty
(30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by ARTICLE XI, (B) fifteen
(15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the case of
a failure to pay the premium for any property insurance policy required to be maintained) after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as
the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy
to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, solely
as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by the related Serviced Companion
Noteholder; provided, however, if such failure is capable of being cured and the Master Servicer or Special Servicer,
as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided,
further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)        any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or


 






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Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however, that
if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, 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, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60)
days; or


 


(vi)        the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)       the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)      either
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 rating downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days of such actual knowledge by the Master Servicer or the Special Servicer, as the case may be) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable,
as the sole or a material factor in such rating action; or


 


(ix)        the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer


 






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or Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting.


 


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this ARTICLE VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with
respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as
the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without
limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is
the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer each
shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special
Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and
it and its Affiliates and the directors, managers, officers, members,


 






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employees
and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination). 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice in which
to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five
(45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is
unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any
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 such appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of
Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result
in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject
to the rights of the holder of a related Serviced 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,
the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer (which must be a Qualified Replacement 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) shall appoint a successor special servicer; provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02, (ii) the Trustee has provided each


 






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Rating
Agency with a Rating Agency Communication and (iii) no replacement of the Special Servicer shall be effective until the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof 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 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of the Special
Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to each Rating Agency (with a
copy to the Certificate Administrator and Trustee) of a Rating Agency Communication (which Rating Agency Communication shall be
provided at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of
such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail,
and conduct the solicitation of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180)
days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder
Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint the successor special servicer to assume the duties of 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 the Special Servicer shall not apply to any Serviced AB Whole Loan for which
the holder of the related Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period, to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to
an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have
received an opinion of counsel reasonably 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.


 






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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 a 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 Controlling Holder; provided, however, that any successor special servicer appointed
to replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate
thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent
of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report, substantially 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 and (ii) the delivery of a Rating Agency Communication to each Rating Agency by the Certificate
Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the rights and
obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved by the Certificateholders
and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with providing such Rating Agency
Communications and administering such vote and the Operating Advisor’s identification of a


 






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Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the
Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB
Whole Loan so long as the related Serviced Companion Noteholder is not subject to a Serviced 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 the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)          The
Master Servicer and 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. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be
construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)          Notwithstanding
the foregoing, if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related
holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion
Loan, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan
or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction
of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will
be responsible for servicing the related Serviced Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is


 






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also
an Excluded Loan, the resigning Special Servicer shall select the related Excluded Special Servicer. The Special Servicer shall
not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to
the identity of the applicable Excluded Special Servicer so long as the selected Excluded Special Servicer is a Qualified Replacement
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would
not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO
hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related
Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers
to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan, (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) the
Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special
Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned
during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section
6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no
acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the
successor to such party, until such successor to the Master Servicer or the 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 Master Servicer or 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


 






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thereafter
placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder.
The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have
arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability
of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor Master
Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder
solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section
3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees
relating to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant
to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled
to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to
act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or
the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each
Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates
entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section
6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder.
No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), (iii) such appointment (solely with respect to the Special






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Servicer) has been approved (prior to the occurrence
and continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld
and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any
other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the
Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master
Servicer or 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 Master Servicer or the Special
Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the
predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the
case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for
such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust;
provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such
expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses,
the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses
on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting
such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not
bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer
in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the
Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated
Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee
Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section
7.03     Notification to Certificateholders. (a) Upon any resignation of the Master Servicer
or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section
7.02, the Certificate


 






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Administrator
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register. 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing at
least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event
hereunder may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause
(i), (ii) or (viii) of Section 7.01(a) may be waived only with the consent of all of the
Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii) of Section
7.01(a) (with respect to obligations under ARTICLE XI) may be waived only with the consent of the Depositor. Upon
any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in
connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust.
No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any
Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or
any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as
they would if any other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting
in a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee
has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the
related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the
Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance,
as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master
Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and


 






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unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding
to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 




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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 of which a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, shall have actual knowledge 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 and
neither the Trustee nor the Certificate Administrator shall be answerable with respect to its exercise of such a permissive
right other than its negligence or willful misconduct in performance of such right.


 


(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 on their face to the requirements of this Agreement. If any such instrument is found not to conform on its face to the
requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and request the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by
the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator
in good faith, pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the


 






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Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)        Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be conclusively
determined by the final judgment of a court of competent jurisdiction in the State of New York, no longer subject to appeal or
review, 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 request and/or conclusively rely upon and shall be fully 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 and the Trustee and
the Certificate Administrator need not investigate any statement, representation or warranty of any fact or matter stated in any
such document and may conclusively rely as to the truth of any statements and the correctness of the opinions expressed therein;


 


(ii)        The
Trustee and the Certificate Administrator may consult with counsel of its selection and the advice of such counsel or any opinion
of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;


 



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(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have provided to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, losses, expenses (including, without limitation,
the fees and expenses of its counsel and agents) and liabilities which may be incurred therein (including any actions in respect
thereof) or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity satisfactory to it, in its sole discretion, 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


 






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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. In the absence
of receipt of such notice and such actual knowledge otherwise obtained, the Trustee and the Certificate Administrator may conclusively
assume that there is no Servicer Termination Event;


 


(viii)      Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or 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 in a non-appealable decision 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 because of circumstances beyond the control of Trustee or the Certificate Administrator including, but not limited to,
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)        Except
as otherwise expressly set forth in this Agreement, neither Wells Fargo Bank, National Association nor U.S. Bank National Association,
as applicable, acting in any particular capacity hereunder will be deemed to be imputed with knowledge of (a) either Wells Fargo
Bank, National Association or U.S. Bank National Association, as applicable, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) either Wells Fargo Bank, National Association or U.S. Bank National Association, as applicable,
acting in any other capacity hereunder;


 


(xii)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law or which
shall be beyond the corporate powers, authorization or qualification of the Trustee;


 






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(xiii)      Neither
the Trustee nor the Certificate Administrator shall be required to give any bond or surety in respect of the execution of the Trust
Fund created hereby or the powers granted hereunder;


 


(xiv)       In
making or disposing of any investment permitted by this Agreement, the Trustee and the Certificate Administrator are each authorized
to deal with itself (in its individual capacity) or with any one or more of its respective Affiliates, in each case on an arm’s-length
basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Trustee or the Certificate Administrator,
as applicable, or for any third person or dealing as principal for its own account;


 


(xv)        Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee or the Certificate Administrator be liable for
special, indirect, incidental, exemplary, punitive or consequential loss, expense or damage of any kind whatsoever (including but
not limited to lost profits), whether or not any such losses, expenses or damages were foreseeable or contemplated, even if the
Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss, expense or damage and
regardless of the form of action;


 


(xvi)       Delivery
of reports, information and documents to the Trustee or the Certificate Administrator shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Depositor’s or any
other entity’s compliance with any covenants under this Agreement, the Certificates or any other related documents. Neither
the Trustee nor the Certificate Administrator shall be obligated to monitor or confirm, on a continuing basis or otherwise, the
Depositor’s or any other entity’s compliance with the covenants described herein or with respect to any reports or
other documents filed under this Agreement, the Certificates or any other related document; and


 


(xvii)      Neither
the Trustee nor the Certificate Administrator shall have any duty (A) to see to any recording, filing, or depositing of this Agreement
or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to
see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof,
(B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds
available in the Collection Account or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer
or Special Servicer delivered to the Trustee or the Certificate Administrator pursuant to this Agreement believed by the Trustee
or the Certificate Administrator, as applicable, to be genuine and to have been signed or presented by the proper party or parties.


 


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,


 






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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 2.02 and 2.04 and the signature, if any, of the
Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements
of the Trustee or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility
for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the
Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued
to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of
the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or
any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee,
the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may rely upon
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and
may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the
same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator. (a) As compensation for the performance of their respective duties hereunder, the Trustee
will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and
the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s
portion of one month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be
paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an
REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from
the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate
Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated
thereon and for the same period respecting which any related interest payment due or deemed thereon is computed. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s


 






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sole
form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein.
The Certificate Administrator Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise
and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein.
No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating
Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however, that none
of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf
of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically
required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of
a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor, the Trust and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, the Trust, 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


 






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obligations
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its
capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available
information to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its
obligations and duties under this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be,
(i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to
accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to,
the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution
insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at
least “A2” by Moody’s, “A” by Fitch and “A” by DBRS (or in the case of the Trustee,
a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer maintains a rating of at least
“A” by 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 and “A-” by Fitch,
(b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s
and “F1” by Fitch and (c) the Master Servicer maintains a
rating of at least “A2” by Moody’s and “A+” by
Fitch; provided, further, that if any such institution is not rated by DBRS, it maintains an equivalent
(or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or such other rating with respect
to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited
Party.


 


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 the Grantor Trust 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) or a grantor trust, 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 or the Grantor Trust, as applicable, from a state and local jurisdiction that does
not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate
Administrator, as


 






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applicable,
the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate
Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy
of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment
of a successor. The Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and
expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Certificate Administrator
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 Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate
Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of the Trustee or
Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders
by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment
within thirty (30) 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


 






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authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall
be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor. 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Morgan Stanley Bank of
America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 or in blank, and (ii) in the
case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not
endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to
the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such


 






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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 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with
the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such
endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document
is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or
certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor trustee or certificate administrator without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at
Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties
and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as 


 






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applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be
a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the
Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of
the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to
act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event
shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be 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 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 






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(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.


 


(f)          No
Trustee shall be held personally liable because of any act or omission of any other trustee hereunder and such appointment shall
not, and shall not be deemed to, constitute any such separate trustee or co-trustee as agent of the Trustee.


 


(g)          The
Trustee may at any time accept the resignation or removal of any separate trustee or co-trustee.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the
Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the
retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more
Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian
other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions
policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12     Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder


 






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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 articles of association 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 which default or breach of such material
contract, agreement or other instrument would have a material effect on the Trustee’s performance of its obligations hereunder;


 


(iii)       The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


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


 


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


 


(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


 






    	-395-



    	 



    

 


Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special
Servicer. The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate
Administrator with notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to
the extent it receives written notice of such change). The Certificate Administrator, Master Servicer and Special Servicer
may each conclusively rely on the information provided to them regarding identity and/or contact information regarding any
Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall
have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the
identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct
information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
Master Servicer or Special Servicer, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the
Certificateholders, as of the Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


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


 


(iii)       The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general


 






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principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


(vi)        No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to
the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the
Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 




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ARTICLE
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section
9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the
Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make payments to
Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the
last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of
the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the
Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO
Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any,
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated
appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class), (3) the reasonable
out-of-pocket expenses of the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser
of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the
related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2)
and (3) above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the
aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect
of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining
outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the
Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding
paragraph; provided, however, that in no event shall the trust created hereby continue beyond the expiration of
twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then


 






    	-398-



    	 



    

 


outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, to exchange
all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 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 and Class R Certificates) for
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property


 






    	-399-



    	 



    

 


remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice
to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans (excluding the Mortgage Loan identified as “40 West Plaza” on the Mortgage
Loan Schedule) as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the
Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account
that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been made,
the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall
be necessary to effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties remaining in the Trust
Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion 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


 






    	-400-



    	 



    

 


Trust)
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which
the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, 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, the Class E Distribution
Account, the Class F Distribution Account, the Class G Distribution Account or the Class H Distribution Account, as applicable,
that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Class V Certificates so presented,
any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall
be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with
Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a) In the event the Master Servicer or the
Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all
of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following
additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the
Code:


 


(i)          the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)        during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master


 






    	-401-



    	 



    

 


Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)       within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 




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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 (other than the
Exchangeable Certificates and the Exchangeable Combined Certificates) and the Trust Components shall be designated as the
“regular interests” and the Class UR Interest shall be designated as the sole class of “residual
interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class
of Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest
shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special
Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC
and as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code (to the
extent such provision is applicable to the Trust REMICs). By their acceptance thereof, the Holder of the largest Percentage Interest
in the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the
duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          [Reserved].


 


(e)          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


 






    	-403-



    	 



    

 


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.


 


(f)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(g)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust
REMIC created hereunder, endanger 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


 






    	-404-



    	 



    

 


“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. 


(h)          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(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as
applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier
REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they
are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of
the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be
responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(i)          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.


 


(j)          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


 






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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. 


(k)          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.


 


(l)          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.


 


(m)          None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III of this Agreement) or acquire
any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account
for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely
the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, 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.


 


(n)          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 Class R
Certificateholder, past or present. Each Class R Certificateholder 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, nominees, custodians, 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


 






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Certificate
Administrator shall not be relieved of any of its duties or obligations under this ARTICLE X by virtue of the appointment
of any such agents or attorneys. 


Section
10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate
Administrator. (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10)
days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the
Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint
at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on
behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a


 






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termination,
or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section
10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate Administrator
shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice of such
appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 




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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 the Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, and any Other Securitization subject to
Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the
Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other
Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the
Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as
applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any
other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the
Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as
applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if
applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such
compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under
this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in
sufficient time to allow the Depositor 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.


 






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Section
11.02     Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and Special Servicer or to
any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the
Master Servicer and Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer and Special Servicer and the Certificate Administrator, 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 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 in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the
first Business Day after the effective date of such succession or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, 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, subject to the reimbursement
of any applicable expenses under Section 11.15, 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


 






    	-410-



    	 



    

 


Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)          
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of
any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the information


 






    	-411-



    	 



    

 


relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.02.


 


Section
11.03     Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with
the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07
of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D 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, Analysis, and Retrieval (“EDGAR”) system) 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 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 and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A 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 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 or Form 10-K/A. Any
Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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 or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 






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Section
11.04     Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of
the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any
disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent
such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC
Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the 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 Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from


 






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the Special Servicer within the
time period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and
the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement,
shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. 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.


 






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To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received (a “Special Notice”) disclosure
regarding the request to communicate, and such disclosure is required to 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.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator 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 filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park,
New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Assistant General Counsel,
Bank of America Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) related to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 






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(c)          Any
notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, 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 2017, the Certificate Administrator
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such
Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such material instance of noncompliance (including whether the identified instance
was determined to have involved the servicing of the Mortgage Loans, as well as, any steps taken to remedy such instance of noncompliance
taken to the extent related to its activities with respect to asset-backed securities transactions as a whole involving such party
and that are backed by the same asset type backing the Certificates), or if such report on assessment of compliance with servicing
criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is
not included and an explanation why such report is not included;


 


(iii)         (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 






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(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 (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715 2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the


 






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Certificate Administrator in writing, no later than March 1st with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Merrill
Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, with
a copy to: W. Todd Stillerman, Esq., Assistant General Counsel, Bank of America Corporation, 214 North Tryon Street, 20th
Floor, NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form
10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or
utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from
the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, 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.


 






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Section
11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the
trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the
Special Servicer, the Trustee (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 Certificate Administrator, the Custodian and the Operating Advisor shall provide, and (i) with respect to each Initial
Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant
use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other
Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee (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 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, subject to the reimbursement of any
applicable expenses under Section 11.15, 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 2017, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the
entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the
Reporting Servicer is provided with timely and complete contact information for the parties to such Other
Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the
Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a 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


 






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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 and such providing parties.
Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or
verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a
“significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section
3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such
Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to
certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07     Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction
and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure


 






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Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Merrill Lynch, Pierce,
Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to: W.
Todd Stillerman, Esq., Assistant General Counsel, Bank of America Corporation, 214 North Tryon Street, 20th Floor,
NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by such Master Servicer or 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


 






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time, on the second (2nd)
Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, 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.


 


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, 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, Section
11.10 and Section 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-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all
parties’ obligations under this ARTICLE XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017, 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


 






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Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or,
in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing
Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,


 






    	-423-



    	 



    

 


cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided,
and subject to the reimbursement of any applicable expenses under Section 11.15, 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 2017, the Master Servicer, the Special Servicer (regardless of whether the
Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that
the Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such
calendar year), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its
own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the
Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report
substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all
material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing
Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, (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; and (E) if the party’s
assessment compliance or the related attestation report identifies any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of whether the identified instance was determined to have involved the servicing of the
Mortgage Loans and any steps taken to remedy such identified instance of noncompliance to the extent related to its
activities with respect to asset-backed securities transactions taken as a whole involving such party and that are backed by
the same asset type backing the Certificates. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such report from the


 






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applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer..


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee 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 AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 






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In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by 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 terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, 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 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there
was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member
of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator
(who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and
the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the


 






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delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes
an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis
of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB,
it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria
applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian 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.


 


Section
11.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify
and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out
of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this ARTICLE
XI, (ii) negligence,


 






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bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf
of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its
obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section
11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient
Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and 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 as necessary for the Depositor
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of noncompliance 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 from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the 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 response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or


 






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resolution with the Commission
or its staff; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the 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
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 (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection
with the foregoing (other than those costs and expenses required to be at the 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. Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each
case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement. Upon resolution with the Commission, and
subject to the reimbursement of any applicable expenses under Section 11.15, the Affected Reporting Party shall promptly
provide, to each Other Depositor the appropriate revised reports, updated or revised information contained in any report filed
by the Other Depositor under the Reporting Requirements, or any updated or revised material communications in connection with
the response and/or resolution with the Commission or its staff, if and to the extent such reports, information and/or communications
relate to information that was previously provided to the Other Depositor and would reasonably be expected to be contained in
a report filed by the Other Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance


 






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statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


 


Section
11.13     Amendments. This ARTICLE XI may be amended with the written consent of the
parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable
rating agencies 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).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE
XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu
Companion Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer
appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan
Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a
securitization that


 






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is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to 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 Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver such
securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid
by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect
to the offering material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator,
as the case may be, or their respective counsel, in connection with the information concerning such party in the offering material
related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided
by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, 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, such party shall be deemed
to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall
be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition
precedent to any party’s obligations otherwise set forth above and/or elsewhere in ARTICLE XI that the applicable
Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less
than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to
be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)


 






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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 (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 Certificate Administrator,
the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request
or notice from such parties (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), 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 and Form 10-K required to
be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other
applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to
the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time
period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods
set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion
Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation
AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer (and 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
the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form
10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this
Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event


 






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that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (or, solely with respect to the Master Servicer and its obligation in 2016, March 15th) (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 Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any
Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from
such trustee or certificate administrator (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate
administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item
1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant
to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment
of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii)
such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent
the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (or, solely with respect to the Master Servicer and its obligation in 2016, March 15th) (and not in respect of any
year in which such Regulation AB Companion Loan Securitization is not required to file an annual report on Form 10-K because a
Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the
extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator
under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which request or notice
may be given once at the closing of such Regulation AB


 






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Companion Loan Securitization instead of each time a filing is required),
under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such
Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect
to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer or the Special Servicer, as applicable, is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the
updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar year
following such notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, 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


 






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the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, the financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Master Servicer or the Special
Servicer, as applicable, 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.


 


If
the Master Servicer or the Special Servicer, as applicable, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within
ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the Special Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer or the Special Servicer, as applicable, shall (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in
accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five
(5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to
the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the
Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s Certificate
should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling
and Servicing Agreement.


 


(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 






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Section
11.16     [Reserved].


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor
the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the Grace Period applicable to such party’s obligations under this ARTICLE XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
during any Grace Period provided for in this ARTICLE XI; provided that if any such party fails to comply with
the delivery requirements of this ARTICLE XI by the expiration of any applicable Grace Period such failure shall
constitute a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer
Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period
applicable to such party’s obligations under this ARTICLE XI as provided for in such clause (iii) nor
shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under
this ARTICLE XI by the time required hereunder with respect to any reporting period for which the Trust (or any trust
in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 






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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 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 Distribution Report in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that
caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer or the Special Servicer, as applicable, 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
SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall
promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing
Certificateholder and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review
Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator
with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com



 






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or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any
additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for Non-Specially
Serviced Loans), the Master Servicer (with respect to clause (7) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to clauses (6) - (7) 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 (except with respect to clause (7)), provide
the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted by
the Certificate Administrator to the secure data room or the certificate administrator’s website, as applicable, the “Review
Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)        
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)          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;


 






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(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;


 


(6)          copies
of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan to the extent previously prepared by
the special servicer; and


 


(7)          any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) pursuant to
clause (ii) hereof.


 


(ii)          In
the event that, as part of an Asset Review of such Mortgage Loan, the Asset Representations Reviewer determines that it is missing
any document that is required to be part of the Review Materials for such Mortgage Loan that was entered into or delivered in
connection with the origination of the related Mortgage Loan and are necessary in connection with its completion of any Asset
Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt of
the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), as applicable, of such missing documents, and request that the Master Servicer or the Special
Servicer, as applicable, promptly, but in no event later than ten (10) Business Days after receipt of such notification from the
Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in its possession.
In the event any such missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such
ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller.
The related Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such additional
documents only to the extent in the possession of such party. In addition, the related 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.


 


(iii)        The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to a
Delinquent Loan, the Asset


 






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Representations Reviewer, as an independent contractor, shall commence a review of the compliance of
each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit
QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset
Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue
to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty-five (45)
Business 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 information and documentation
is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans),
the Special Servicer (with respect to Specially Serviced Loans) or from the related Mortgage Loan Seller within ten (10) Business
Days following the request by the Asset Representations Reviewer to the Master Servicer or Special Servicer, as applicable, as
described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing information and documents
in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
information and documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the
absence of such information and documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall
provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans), who shall promptly, but in no event later than ten (10) Business Days of receipt of
such preliminary report, provide such results to 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 information and documents
provided or explanations given to support a Test pass conclusion shall be sent to the Master Servicer (with respect to Non-Specially
Serviced


 






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 Loans)
or the Special Servicer (with respect to Specially Serviced  Loans), and the Master Servicer and the Special Servicer,
as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt from the related Mortgage Loan
Seller, deliver to the Asset Representations Reviewer any information and documents received from the Mortgage Loan Seller or
explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a
Test or the Mortgage Loan Seller’s claim that any missing information and documents in the Review Materials are not
required to complete a Test. 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 the later of (x) 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 (y) within the ten (10) days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee 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 Special Servicer pursuant to Section 2.03(f) of this Agreement.


 


(ix)        In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the information 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 information 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 Special Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Special Servicer
determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, 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, Master Servicer, 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.


 


(a)          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


 






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the product of a rate equal to 0.00026% 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 (for purposes of this definition, “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of: (i) $12,500 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged
Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a 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, or other similar
index if the Consumer Price Index for All Urban Consumers is no longer calculated, taking into account the Consumer Price Index
for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for
the year of the Closing Date and for the year of the occurrence of the Asset Review (the “Asset Representations Reviewer
Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be
paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent
or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be
paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master
Servicer or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided, however,
that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered
by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall
be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery
or attempted delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered
by the Asset Representations Reviewer of such failure to pay such amount; and provided, further, that 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 Special Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts
to the extent paid by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased 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(a).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 






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Section
12.03     Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be
discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset
Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
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 any party to this Agreement or to the Asset Representations Reviewer
and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding
Certificates, provided, if such failure is capable of being cured and the Asset Representations Reviewer is diligently
pursuing such cure, such thirty (30) day period will be extended an additional thirty (30) days;


 


(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;


 






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(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 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. For the avoidance of doubt, the Trustee shall
not be required to monitor the performance of the Asset Representations Reviewer.


 






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(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 more than 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 entitled to at least 75% of the Voting Rights 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 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Holder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Depositor 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, but not


 






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obligated to, to find a replacement. The Depositor shall
not be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Depositor uses
commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result
of the Depositor’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder and each Rating Agency. 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]


 






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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 cure any ambiguity or to correct any error;


 


(ii)        to
cause the provisions in this Agreement to conform to or be consistent with or in furtherance of the statements made with respect
to the Certificates, the Trust or this Agreement in the Prospectus or in the Private Placement Memorandum, or to correct or supplement
any of provision which may be inconsistent with any other provisions;


 


(iii)       to
amend any provision of this Agreement to the extent necessary or desirable to maintain the status of each 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 comparable provisions of state income tax law);


 


(iv)       to
make any other provisions with respect to matters or questions arising under or with respect to this Agreement not inconsistent
with the provisions herein;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) 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
amend any provision of this Agreement to the extent necessary or desirable to list the Certificates on a stock exchange, including,
without limitation, the appointment of one or more sub-certificate administrators if necessary to effectuate such listing of the
Certificates and the requirement that certain information be delivered to such sub-certificate administrators;


 


(vii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) in order to conform them to the commercial mortgage-backed securities industry standard for such provisions
if (a) the Depositor, the Trustee and the Master Servicer 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 will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust, (c) each Rating Agency shall have been provided
with a Rating Agency Communication with respect to such modification, and (d) if no Control


 






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Termination Event or Consultation
Termination Event has occurred and is continuing, the Directing Certificateholder consents to such modification;


 


(viii)     to
modify the procedures of this Agreement relating to Rule 17g-5 of the Exchange Act; provided that if such modification
materially increases the obligations of the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider,
the Operating Advisor, the Depositor, the Master Servicer or the Special Servicer, then the consent of such party will be required;


 


(ix)       to
modify, alter, amend, add or to rescind any of the provisions contained in this Agreement if and to the extent necessary to comply
with any rules or regulations promulgated, or any guidance provided with respect to Rule 15Ga-1 under the Exchange Act, by the
SEC from time to time;


 


(x)       
to amend the provisions of this Agreement described under Section 3.25 or the definition of “Rating Agency
Confirmation”; and


 


(xi)       any
other amendment which does not adversely affect in any material respect the interests of any Certificateholder (unless such Certificateholder
consents).


 


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 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 holders 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


 






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(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations 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 securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any Serviced Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)         Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made
that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor Agreement
without the consent of the holder of the related Non-Serviced Pari Passu Companion Loan(s).


 


(d)        Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 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 to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters
and the Rating Agencies.


 


(e)        It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 






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(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 (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)        The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)          To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, 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 Serviced Subordinate Companion Loan if such amendment would
materially and adversely affect the rights of such Companion Holder hereunder.


 


Section
13.02     Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties
or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at
the expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be
unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially affects the interests of the
Certificateholders.


 






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(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 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


 






    	-452-



    	 



    

 


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 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:


 






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In
the case of the Depositor:



Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


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 Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager

Facsimile: (704) 715-0036


 


with
a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSBAM 2016-C28


 






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with
a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann, Esq.


 


In
the case of the Special Servicer:



C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5490

Attention: Lindsey Wright


 


with
a copy to:



C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5490

Attention: Jenna Unell


 


In
the case of the Directing Certificateholder:


 


C-III
Collateral Management LLC

c/o C-III Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, NY 10022

Facsimile: (972) 868-5303

Attention: George Carleton


 


with
a copy to:


 


C-III
Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, NY 10022

Facsimile: (972) 868-5303

Attention: Kevin C. Donahue


 


with
a copy to:


 


C-III
Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303

Attention: Lindsey Wright


 






    	-455-



    	 



    

 


with
a copy to:


 


C-III
Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303

Attention: Jenna Unell


 


In
the case of the Trustee:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSBAM 2016-C28

Facsimile: (866) 807-8670

Email: cmbs.transactions@usbank.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – MSBAM 2016-C28

Email:      cts.cmbs.bond.admin@wellsfargo.com


 


with
a copy to: trustadministrationgroup@wellsfargo.com


 


In
the case of the Mortgage Loan Sellers:


 


1.           Bank
of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 






    	-456-



    	 



    

 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


2.           Morgan
Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


with
a copy to:


 


Morgan
Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


3.           CIBC
Inc.

c/o Canadian Imperial Bank of Commerce

425 Lexington Avenue, 4th Floor

New York, New York 10017

Attention: Todd Roth, Managing Director

Facsimile: (212) 667-6236


 


4.           Starwood
Mortgage Funding III LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Facsimile: (305) 695-5449


 


with
a copy to:



LNR Property LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Vincent Kallaher, Senior Vice President

Facsimile: (305) 695-5449


 


and
a copy to:



LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: General Counsel

Facsimile: (305) 695-5449

Email: srivers@lnrproperty.com


 






    	-457-



    	 



    

 


and,
with respect to certifications pursuant to Section 2.02 of this Agreement, with a copy to:



Anderson, McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102

Attention: Vanessa Orta

Email: rorta@amopc.com


 


and
with a copy to:


 


Marcia
Moore-Allen

Facsimile: (405) 236-1448

Email: mmoore-allen@amopc.com.


 


In
the case of the Operating Advisor:



Park Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: MSBAM 2016-C28-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of the Asset Representations Reviewer:


 


Park
Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: MSBAM 2016-C28-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 Master Servicer or Special Servicer, as applicable, 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


 






    	-458-



    	 



    

 


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 Backed Securities Surveillance

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
Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale
and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of
this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted
to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and
interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and
interest received or


 






    	-459-



    	 



    

 


receivable with respect to the Mortgage Loans (other than principal and interest payments due and
payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time
to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account
and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right,
title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law. This Section 13.07 shall constitute
notice to 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 and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the
respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.


 


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each
of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, Non-Serviced Master Servicer, Non-Serviced
Special Servicer 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)(iii) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09     Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10     Notices to the Rating Agencies. (a) The Certificate Administrator shall use
reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of
Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 






    	-460-



    	 



    

 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)        The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)         the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)        any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)      any
assumption with respect to a Mortgage Loan; and


 


(viii)     any
release or substitution of any Mortgaged Property.


 


(c)        The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)        The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably


 






    	-461-



    	 



    

 


request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for
posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or
Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special Servicer, as
applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided to the 17g-5 Information Provider.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    	-462-



    	 



    

 




 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.





	 	 	 
	 	BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,

    Depositor
	 	 	 
	 	By:	/s/ Leland F. Bunch, III
	 	 	Name:  Leland F. Bunch, III
	 	 	Title:   Chief Executive Officer & President



	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer
	 	 	 
	 	By:	/s/ Cynthia L. Schwartz
	 	 	Name:  Cynthia L. Schwartz
	 	 	Title:   Director



	 	 	 
	 	C-III
Asset Management LLC,

Special Servicer
	 	 	 
	 	By:	/s/ Kevin C. Donahue
	 	 	Name:  Kevin C. Donahue
	 	 	Title:   President






	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title:   Vice President



 





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	 	U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee
	 	 	 	 
	 	By:  	/s/ Christopher J. Nuxoll
	 	 	Name:  Christopher J. Nuxoll
	 	 	Title: Vice President
	 	 	 	 
	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor
	 	 	 
	 	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:	/s/ David M. Rodgers
	 	 	 	Name:  David M. Rodgers
	 	 	 	Title:    Managing Member



	 	 	 	 
	 	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:	/s/ David M. Rodgers
	 	 	 	Name:  David M. Rodgers
	 	 	 	Title:    Managing Member



          


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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 



 


On the 23 day of
February, 2016, before me, a notary public in and for said State, personally appeared Leland F. Bunch, III, known to me to be
a the Chief Executive Officer & President of Banc of America Merrill Lynch Commercial Mortgage Inc., that executed
the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 





	 	 	 
	 	 	/s/ DANIELLE K CALDWELL
	 	 	Notary Public
	 	 	 
	[SEAL]	 	DANIELLE K CALDWELL
	 	 	Notary Public - State of New York
	My commission expires:	 	No. 01CA6081943
	 	 	Qualified in New York County
	 	 	My Commission Expires Dec. 04, 2018



 


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	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG	)	 



 


On this 18 day of
February, 2016, personally appeared before me Cynthia L. Schwartz, to me known (or proved to me on the basis of satisfactory
evidence)  to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument.





	 	 	 
	 	/s/ ERICA L. SMITH	 
	 	Notary	 
	 	Name:	 
	 	 	 
	My Commission expires:	ERICA L. SMITH	 
	 	NOTARY PUBLIC	 
	 	Gaston County	 
	 	North Carolina	 
	 	My Commission Expires 7/15/2017	 



 


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	STATE OF TEXAS	)	 
	 	)	ss.:
	COUNTY OF DALLAS	)	 



 


On the 18th day
of February, 2016, before me, a notary public in and for said State, personally appeared Kevin C. Donahue known to me to be
 the President of C-III Asset
Management LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such C-III Asset
Management LLC,
and acknowledged to me that such Kevin C. Donahue 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/ Robin Behrns
	 	 	Notary Public
	 	 	 
	[SEAL]	 	
	 	 	
	My commission expires:	 	
	 	 	
	 	 	
	 	 	 
	ROBIN BEHRNS	 	 
	Notary Public, State of Texas	 	 
	My Commission Expires	 	 
	February 14, 2018	 	 



 


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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 






 


On the 19th day of
February, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be
a VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such national banking
association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/ AMY MARTIN
	 	 	Notary Public
	 	 	 
	[SEAL]	 	AMY MARTIN
	 	 	NOTARY PUBLIC
	My commission expires:	 	ANNE ARUNDEL COUNTY
	 	 	MARYLAND
	 	 	My Commission Expires 2-22-2017



 


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	STATE OF ILLINOIS	)	 
	 	)	ss.:
	COUNTY OF COOK	)	 






 


On the 18th day of
February, 2016, before me, a notary public in and for said State, personally appeared  Christopher J. Nuxoll known to me to
be a  Vice President of U.S 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
national banking association executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 
	 	 	/s/ Vicky Eaton
	OFFICIAL SEAL

        VICKY EATON

        Notary Public - State of Illinois

        My Commission Expires Apr 17, 2019
	 	Notary Public
	 	 	 
	[SEAL]	 	
	 	 	
	My commission expires:	 	
	 	 	
	April 17, 2019	 	



 


 


 


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	STATE OF NEW JERSEY	)	 
	 	)	ss.:
	COUNTY OF ESSEX	)	 



 





I
CERTIFY that on February 18, 2016, David M. Rodgers, personally came before me and he acknowledged under oath, to my
satisfaction, that he is the 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, a limited liability company, that he is the person
named in and who executed the within instrument, that he signed and delivered this document as the voluntary act and deed of
the said limited liability company. 


 


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	 	 
	PETER JAMES ACKERMANN	 	/s/ PETER JAMES ACKERMANN
	NOTARY PUBLIC	 	Notary Public
	NEW JERSEY	 	 
	COMM. EXP.	 	 
	JUNE 08, 2019	 	 
	 	 	 
	(Affix Notary Stamp Above) 	 	 
	 	 	 
	My commission expires: 	June
    8, 2019	 	 	 
		(Date)	 	 	 



 


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2016-C28 – Pooling and Servicing Agreement


 





    	 



    	 



    

 


	STATE OF NEW JERSEY	)	 
	 	)	ss.:
	COUNTY OF ESSEX	)	 



 





I
CERTIFY that on February 18, 2016, David M. Rodgers, personally came before me and he acknowledged under oath, to my satisfaction,
that he is the 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, a limited liability company, that he is the person named in and who executed
the within instrument, that he signed and delivered this document as the voluntary act and deed of the said limited liability
company. 


 


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	 	 
	PETER JAMES ACKERMANN	 	/s/ PETER JAMES ACKERMANN
	NOTARY PUBLIC	 	Notary Public
	NEW JERSEY	 	 
	COMM. EXP.	 	 
	JUNE 08, 2019	 	 
		 	 
	(Affix Notary Stamp Above) 	 	 
	 	 	 
	My commission expires: 	June
    8, 2019	 	 	 
		(Date)	 	 	 


  


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EXECUTION VERSION


 


EXHIBIT A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


MORGAN STANLEY BANK OF AMERICA MERRILL
LYNCH TRUST 2016-C28


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2016-C28, CLASS [__]


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]2


 


[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


 





 



 


1
     Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2
     Temporary Regulation S Book-Entry Certificate legend.


 



    	A-1-1



    	 



    

 


LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASS F-1, F-2, F, EF, G-1, G-2,
G, EFG, H-1, H-2 AND H CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR


 


 



 


3
     Book-Entry Certificate legend.


 



    	A-1-2



    	 



    

 


OTHERWISE TRANSFERRED TO ANY
PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE
MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES OTHER THAN
CLASS E, E-1, E-2, F, F-1, F-2, EF, G, G-1, G-2, EFG, H, H-1 AND H-2)] THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE CODE. [FOR EXCHANGEABLE CERTIFICATES (CLASS E-1, E-2, F-1, F-2, G-1, G-2, H-1 AND H-2 ) AND EXCHANGEABLE COMBINED CERTIFICATES
(CLASS E, F, EF, G, EFG AND H): THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF ONE OR MORE “REGULAR INTERESTS”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE CODE.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE [FOR THE EXCHANGEABLE COMBINED
CERTIFICATES (CLASS E, F, EF, G, EFG AND H): THE RELATED EXCHANGEABLE COMPONENTS (AND CORRESPONDINGLY 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


 



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ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR CLASS X CERTIFICATES: THIS CLASS
[X-A][X-B][X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS
A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE
LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-S AND CLASS
B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS
THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, B, C, D, E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1, H-2 AND H): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES
OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


[FOR EXCHANGEABLE
CERTIFICATES AND EXCHANGEABLE COMBINED CERTIFICATES: SUBJECT TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR EXCHANGEABLE [COMBINED] CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT.]


 



    	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 (AS DEFINED HEREIN)] [FOR THE EXCHANGEABLE COMBINED
        CERTIFICATES (CLASS E, F, EF, G, EFG AND H): THE CLASS [__] CERTIFICATES WILL NOT HAVE A PASS-THROUGH RATE, BUT WILL BE ENTITLED
        TO RECEIVE THE SUM OF THE INTEREST DISTRIBUTABLE ON THE RELATED EXCHANGEABLE COMPONENTS.]

         

        INITIAL [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[_______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 25, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        APPROXIMATE AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________] [FOR THE EXCHANGEABLE COMBINED CERTIFICATES (CLASS E, F, EF, G, EFG AND H): (REPRESENTS THE
        MAXIMUM PRINCIPAL BALANCE OF THE CLASS [E][F][EF][G][EFG][H] CERTIFICATES THAT COULD BE ISSUED IN AN EXCHANGE)]

         
	 	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:

        C-III ASSET MANAGEMENT LLC

         

        TRUSTEE: U.S. BANK 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 Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC OF AMERICA MERRILL LYNCH COMMERCIAL
MORTGAGE 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 February 1,
2016 (the “Pooling and Servicing Agreement”), among Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer and the
Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates [(as increased or decreased, as
the case may be, to reflect any exchanges of Exchangeable [Combined] Certificates)]. The Certificates are designated as the Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 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.


 



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[FOR REGULAR CERTIFICATES
(OTHER THAN CLASS E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1 AND H-2:] This Certificate represents a “regular interest”
in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and
860D of the Internal Revenue Code of 1986, as amended.] [FOR EXCHANGEABLE CERTIFICATES (CLASS E-1, E-2, F-1, F-2, G-1, G-2, H-1
AND H-2) AND EXCHANGEABLE COMBINED CERTIFICATES (CLASS E, F, EF, G, EFG AND H):] This Certificate represents beneficial ownership
of one or more “regular interests” in a “real estate mortgage investment conduit”, as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.] Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1, H-2 AND H: principal and] interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B,
C, X-D and D CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as
provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


[Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of thirty (30) days) during the Interest Accrual
Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate Balance of this
Certificate immediately prior to each Distribution Date.] [FOR EXCHANGEABLE COMBINED CERTIFICATES (CLASS E, F, EF, G, EFG AND H):
This Certificate will be entitled to interest that accrues (computed as if each year consisted of 360 days and each month consisted
of thirty (30) days) during the Interest Accrual Period relating to such Distribution Date on the related Exchangeable Components
at the Pass-Through Rates specified in the Pooling and Servicing Agreement on the Certificate Balance of this Certificate immediately
prior to each Distribution Date.]


 


[FOR CLASS X CERTIFICATES:
Interest] [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-1, E-2, E, F-1, F-2, F, EF, G-1,
G-2, G, EFG, H-1, H-2 AND H : Principal and interest] allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 



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Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. 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


 



    	A-1-8



    	 



    

 


Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-1, E-2, E,
F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1, H-2 and H: 10,000] [FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in
integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


[FOR EXCHANGEABLE CERTIFICATES
AND EXCHANGEABLE COMBINED CERTIFICATES: As provided in the Pooling and Servicing Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No fee or service charge shall be required with respect to any exchange of Exchangeable Certificates
or Exchangeable Combined Certificates, other than such administrative fees charged by the Depository.]


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 



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The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust 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 or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced 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


 



    	A-1-10



    	 



    

 


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 securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement


 



    	A-1-11



    	 



    

 


and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


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
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related


 



    	A-1-12



    	 



    

 


to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 



    	A-1-13



    	 



    

 


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 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, 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.


 



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IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	
        WELLS FARGO BANK,
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
        Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: February
___, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 



    	A-1-15



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM    

        TEN ENT     

        JT TEN       
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

        Custodian


(Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

                      (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 



    	A-1-16



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements should be mailed to ____________________.  This
information is provided by assignee named above, or _______________________, as its agent.


 



    	A-1-17



    	 



    

 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


MORGAN STANLEY BANK OF AMERICA MERRILL
LYNCH TRUST 2016-C28


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2016-C28, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B)
FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE 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


 



    	A-2-1



    	 



    

 


ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN 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


 



    	A-2-2



    	 



    

 


RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.]


 



    	A-2-3



    	 



    

 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 25, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:

        C-III ASSET MANAGEMENT LLC

         

        TRUSTEE: U.S. BANK 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 Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC OF AMERICA MERRILL LYNCH COMMERCIAL
MORTGAGE 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 February 1, 2016 (the “Pooling and Servicing Agreement”),
among Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. 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 Class R Certificates. The Certificates are designated as the Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 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. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 



    	A-2-5



    	 



    

 


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. The Holder of the largest Percentage Interest in the Class R Certificates shall
be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d) and the “partnership
representative” of each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable
to the Trust REMICs), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and
agent for any such Person that is the “tax matters person” or “partnership representative”.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 



    	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 Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee


 



    	A-2-7



    	 



    

 


Affidavit
by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee
is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer
of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date


 



    	A-2-8



    	 



    

 


shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust 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 or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced 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 securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided


 



    	A-2-9



    	 



    

 


that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


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
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such


 



    	A-2-10



    	 



    

 


amendment
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a


 



    	A-2-11



    	 



    

 


REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED


 



    	A-2-12



    	 



    

 


BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-2-13



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	
        WELLS FARGO BANK,
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
        Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: February ___, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 



    	A-2-14



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM    

        TEN ENT     

        JT TEN       
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

        Custodian


(Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

                      (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 



    	A-2-15



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 



    	A-2-16



    	 



    

 


EXHIBIT A-3


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C28


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


SERIES
2016-C28, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975


 



    	A-3-1



    	 



    

 


OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 



    	A-3-2



    	 



    

 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 25, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS V PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:

        C-III ASSET MANAGEMENT LLC

         

        TRUSTEE: U.S. BANK 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.: V-____

         





 



    	A-3-3



    	 



    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


Banc
of America Merrill Lynch Commercial Mortgage 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 February 1, 2016 (the “Pooling and Servicing Agreement”),
among Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. 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 Class V Certificates. The Certificates are designated as the Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding


 



    	A-3-4



    	 



    

 


sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,


 



    	A-3-5



    	 



    

 


directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an


 



    	A-3-6



    	 



    

 


offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust 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 or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced 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 securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each


 



    	A-3-7



    	 



    

 


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 securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


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
of


 



    	A-3-8



    	 



    

 


any
Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing


 



    	A-3-9



    	 



    

 


Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate


 



    	A-3-10



    	 



    

 


Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-3-11



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	
        WELLS FARGO BANK,
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
        Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


February ___, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 



    	A-3-12



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM    

        TEN ENT     

        JT TEN       
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

        Custodian


(Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

                      (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 



    	A-3-13



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements should be mailed to ____________________.  This
information is provided by assignee named above, or _______________________, as its agent.


 



    	A-3-14



    	 



    

 









 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 








    	B-1



    	 



    




 





 


	MSBAM 2016-C28: Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID	 	Mortgage Loan
Seller	 	Property Name 	 	Cut-off
Date Balance	 	Address 	 	City 	 	State 	 	Note Date
	1	 	MSMCH	 	Penn Square Mall 	 	$90,000,000	 	1901 Northwest Expressway	 	Oklahoma City	 	OK	 	12/22/2015
	2	 	BANA	 	Ellenton Premium Outlets	 	$71,200,000	 	5461 Factory Shops Boulevard	 	Ellenton	 	FL	 	11/3/2015
	3	 	MSMCH	 	GLP Industrial Portfolio A	 	$70,000,000	 	 	 	 	 	 	 	11/4/2015
	3.001	 	MSMCH	 	Inland Empire Indian Ave DC	 	$4,173,765	 	3700 Indian Avenue	 	Perris	 	CA	 	 
	3.002	 	MSMCH	 	Centerpointe 4	 	$3,616,094	 	23400 Cactus Avenue	 	Moreno Valley	 	CA	 	 
	3.003	 	MSMCH	 	Hofer Ranch IC Bldg 1	 	$2,055,316	 	2825 East Jurupa Street	 	Ontario	 	CA	 	 
	3.004	 	MSMCH	 	Denver DC	 	$1,806,293	 	17901 East 40th Avenue	 	Aurora	 	CO	 	 
	3.005	 	MSMCH	 	Freeport DC Bldg 4	 	$1,802,786	 	777 Freeport Parkway	 	Coppell	 	TX	 	 
	3.006	 	MSMCH	 	Ontario Mills DC	 	$1,701,072	 	5125 Ontario Mills Parkway	 	Ontario	 	CA	 	 
	3.007	 	MSMCH	 	Hagerstown Distribution Center	 	$1,613,388	 	16500 Hunters Green Parkway	 	Hagerstown	 	MD	 	 
	3.008	 	MSMCH	 	Beckwith Farms DC	 	$1,578,315	 	12008 Eastgate Boulevard	 	Mount Juliet	 	TN	 	 
	3.009	 	MSMCH	 	Crossroads DC I	 	$1,539,733	 	7481 Coca Cola Drive	 	Baltimore	 	MD	 	 
	3.010	 	MSMCH	 	Centerpointe 6	 	$1,518,689	 	23700 Cactus Avenue	 	Moreno Valley	 	CA	 	 
	3.011	 	MSMCH	 	I-95 DC	 	$1,416,976	 	1413 Tangier Drive	 	White Marsh	 	MD	 	 
	3.012	 	MSMCH	 	Chino Spec Forward	 	$1,388,917	 	13880 Monte Vista Avenue	 	Chino	 	CA	 	 
	3.013	 	MSMCH	 	Bedford Park II	 	$1,350,336	 	5445 West 73rd Street	 	Bedford Park	 	IL	 	 
	3.014	 	MSMCH	 	Landover DC	 	$1,174,967	 	6304 Sheriff Road	 	Landover	 	MD	 	 
	3.015	 	MSMCH	 	North Plainfield 8	 	$1,027,658	 	558 Airtech Parkway	 	Plainfield	 	IN	 	 
	3.016	 	MSMCH	 	Sterling DC	 	$1,010,121	 	1950 Sterling Avenue	 	Ontario	 	CA	 	 
	3.017	 	MSMCH	 	Clifton DC	 	$975,048	 	261 River Road	 	Clifton	 	NJ	 	 
	3.018	 	MSMCH	 	Beckwith Farms 3	 	$975,048	 	12014 Eastgate Boulevard	 	Mt. Juliet	 	TN	 	 
	3.019	 	MSMCH	 	Collington Commerce Center	 	$908,408	 	1049 Prince Georges Boulevard	 	Upper Marlboro	 	MD	 	 
	3.020	 	MSMCH	 	Bedford Park IB	 	$897,886	 	5151 West 73rd Street	 	Bedford Park	 	IL	 	 
	3.021	 	MSMCH	 	Elam Farms DC	 	$859,305	 	3209 Elam Farms Parkway	 	Murfreesboro	 	TN	 	 
	3.022	 	MSMCH	 	Champagne DC	 	$817,216	 	1670 Champagne Avenue	 	Ontario	 	CA	 	 
	3.023	 	MSMCH	 	Bridge Point 1	 	$789,157	 	1000 Davey Road	 	Woodridge	 	IL	 	 
	3.024	 	MSMCH	 	Center Square DC	 	$771,620	 	2359 Center Square Road	 	Logan Township	 	NJ	 	 
	3.025	 	MSMCH	 	Park 355	 	$768,113	 	2145 Internationale Parkway	 	Woodridge	 	IL	 	 
	3.026	 	MSMCH	 	Commerce Farms DC 3	 	$740,054	 	488 Bridgestone Parkway	 	Lebanon	 	TN	 	 
	3.027	 	MSMCH	 	Brandon Woods DC	 	$719,010	 	7603 Energy Parkway	 	Baltimore	 	MD	 	 
	3.028	 	MSMCH	 	Chantilly DC	 	$708,488	 	3920 Stonecroft Boulevard	 	Chantilly	 	VA	 	 
	3.029	 	MSMCH	 	Bolingbrook CC Bldg 3	 	$683,936	 	115 East Crossroads Parkway	 	Bolingbrook	 	IL	 	 
	3.030	 	MSMCH	 	Northpoint CC	 	$683,936	 	350 South Northpoint Drive	 	Coppell	 	TX	 	 
	3.031	 	MSMCH	 	Franklin Square IC I	 	$676,922	 	10001 Franklin Square Drive	 	Rossville	 	MD	 	 
	3.032	 	MSMCH	 	Rock Quarry Building #1	 	$669,907	 	4024 Rock Quarry	 	Dallas	 	TX	 	 
	3.033	 	MSMCH	 	Aurora DC III	 	$666,399	 	2380 Diehl Road	 	Aurora	 	IL	 	 
	3.034	 	MSMCH	 	Washington (DC) Corporate Center	 	$645,355	 	2850 New York Avenue North East	 	Washington	 	DC	 	 
	3.035	 	MSMCH	 	Aurora DC 1	 	$634,833	 	1203 Bilter Road	 	Aurora	 	IL	 	 
	3.036	 	MSMCH	 	Waterfront DC	 	$627,818	 	100 Burma Road	 	Jersey City	 	NJ	 	 
	3.037	 	MSMCH	 	Pureland DC I	 	$624,311	 	2239 High Hill Road	 	Logan Township	 	NJ	 	 
	3.038	 	MSMCH	 	Bedford Park IA	 	$624,311	 	5139 West 73rd Street	 	Bedford Park	 	IL	 	 
	3.039	 	MSMCH	 	Prairie Point Bldg 3	 	$599,759	 	2043 Corporate Drive	 	Naperville	 	IL	 	 
	3.040	 	MSMCH	 	Greenwood DC	 	$582,223	 	700 Commerce Parkway	 	Greenwood	 	IN	 	 
	3.041	 	MSMCH	 	Austin DC III	 	$543,642	 	2120 Grand Avenue Parkway	 	Austin	 	TX	 	 
	3.042	 	MSMCH	 	Franklin Square II	 	$543,642	 	9951 Franklin Square Drive	 	Rossville	 	MD	 	 
	3.043	 	MSMCH	 	Pureland DC II	 	$529,612	 	2255 High Hill Road	 	Logan Township	 	NJ	 	 
	3.044	 	MSMCH	 	Somerset IC	 	$526,105	 	1600 Cottontail Lane	 	Frankin Township	 	NJ	 	 
	3.045	 	MSMCH	 	Rock Quarry Building #2	 	$522,597	 	3737 Rock Quarry	 	Dallas	 	TX	 	 
	3.046	 	MSMCH	 	Brandon Woods DC II	 	$522,597	 	7621 Energy Parkway	 	Baltimore	 	MD	 	 
	3.047	 	MSMCH	 	Centerpointe 5	 	$522,597	 	14300 Graham Street	 	Moreno Valley	 	CA	 	 
	3.048	 	MSMCH	 	Industrial Parkway (CA) DC	 	$519,090	 	5404 Industrial Parkway	 	San Bernardino	 	CA	 	 
	3.049	 	MSMCH	 	Beckwith Farms 2	 	$515,583	 	12002 Eastgate Boulevard	 	Mt. Juliet	 	TN	 	 
	3.050	 	MSMCH	 	North Plainfield 2	 	$508,568	 	595 Perry Road	 	Plainfield	 	IN	 	 
	3.051	 	MSMCH	 	North Plainfield 4	 	$494,539	 	909 Whitaker Road	 	Plainfield	 	IN	 	 
	3.052	 	MSMCH	 	North Plainfield 5	 	$494,539	 	849 Whitaker Road	 	Plainfield	 	IN	 	 
	3.053	 	MSMCH	 	Somerset IC II Building I	 	$491,031	 	400 Pierce Street	 	Somerset	 	NJ	 	 
	3.054	 	MSMCH	 	BWI Commerce Center II	 	$487,524	 	7463 New Ridge Road	 	Hanover	 	MD	 	 
	3.055	 	MSMCH	 	Commerce Farms DC 4	 	$473,494	 	610 Bridgestone Parkway	 	Lebanon	 	TN	 	 
	3.056	 	MSMCH	 	Rock Run Bldg 6	 	$466,480	 	4001 Olympic Boulevard	 	Joliet	 	IL	 	 
	3.057	 	MSMCH	 	Bolingbrook CC Bldg 4	 	$438,421	 	365 Marquette Drive	 	Bolingbrook	 	IL	 	 
	3.058	 	MSMCH	 	Bridge Point 2	 	$427,899	 	1020 Davey Road	 	Woodridge	 	IL	 	 
	3.059	 	MSMCH	 	Burleson BP Bldg 3 (Austin DC I)	 	$424,391	 	4101 Smith School Road	 	Austin	 	TX	 	 
	3.060	 	MSMCH	 	10th Street Business Park 2	 	$413,869	 	1809 10th Street	 	Plano	 	TX	 	 
	3.061	 	MSMCH	 	Park 55	 	$410,362	 	575 West Crossroads Parkway	 	Bolingbrook	 	IL	 	 
	3.062	 	MSMCH	 	Valwood West Industrial A	 	$403,347	 	2025 West Beltline Road	 	Carrollton	 	TX	 	 
	3.063	 	MSMCH	 	Baltimore IC	 	$392,825	 	8801 Citation Road	 	Baltimore	 	MD	 	 
	3.064	 	MSMCH	 	Englewood DC	 	$364,766	 	330 South Van Brunt Street	 	Englewood	 	NJ	 	 
	3.065	 	MSMCH	 	Centerpointe 9	 	$364,766	 	23650 Brodiaea Avenue	 	Moreno Valley	 	CA	 	 
	3.066	 	MSMCH	 	Aurora DC 2	 	$361,259	 	1207 Bilter Road	 	Aurora	 	IL	 	 
	3.067	 	MSMCH	 	Redlands Industrial Center IB	 	$350,737	 	2456 Lugonia Avenue	 	Redlands	 	CA	 	 
	3.068	 	MSMCH	 	Somerset IC II Building II	 	$347,229	 	625 Pierce Street	 	Somerset	 	NJ	 	 
	3.069	 	MSMCH	 	Hofer Ranch TRS Building 3	 	$340,214	 	2880 East Jurupa Street	 	Ontario	 	CA	 	 
	3.070	 	MSMCH	 	BWI Commerce Center I	 	$333,200	 	7453 Candlewood Road	 	Hanover	 	MD	 	 
	3.071	 	MSMCH	 	Burleson BP Bldg 1 (Austin DC I)	 	$333,200	 	4101 Smith School Road	 	Austin	 	TX	 	 
	3.072	 	MSMCH	 	Raceway Crossings IC Bldg 3 (Austin DC II)	 	$333,200	 	16310 Bratton Lane	 	Austin	 	TX	 	 
	3.073	 	MSMCH	 	Freeport DC Bldg 2	 	$333,200	 	921 West Bethel Road Bldg 200	 	Coppell	 	TX	 	 
	3.074	 	MSMCH	 	Concours DC	 	$329,692	 	5505 Concours Street	 	Ontario	 	CA	 	 
	3.075	 	MSMCH	 	Raceway Crossings IC Bldg 2 (Austin DC II)	 	$326,185	 	16310 Bratton Lane	 	Austin	 	TX	 	 
	3.076	 	MSMCH	 	Hagerstown - Industrial Lane DC	 	$322,678	 	16604 Industrial Lane	 	Williamsport	 	MD	 	 
	3.077	 	MSMCH	 	Maple Point 1	 	$322,678	 	10335 Argonne Woods Drive	 	Woodridge	 	IL	 	 


 



    	 



    	 



    




 


	MSBAM 2016-C28: Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID	 	Mortgage Loan
Seller	 	Property Name 	 	Cut-off
Date Balance	 	Address 	 	City 	 	State 	 	Note Date
	3.078	 	MSMCH	 	Freeport DC Bldg 1	 	$319,170	 	921 West Bethel Road Bldg 100	 	Coppell	 	TX	 	 
	3.079	 	MSMCH	 	Capital Beltway CC	 	$315,663	 	4501 Auth Place	 	Suitland	 	MD	 	 
	3.080	 	MSMCH	 	Centerpointe Trailer Lot	 	$308,648	 	23400 Cactus Avenue	 	Moreno Valley	 	CA	 	 
	3.081	 	MSMCH	 	Randall Crossing DC	 	$305,141	 	2755 Alft Lane	 	Elgin	 	IL	 	 
	3.082	 	MSMCH	 	Burleson BP Bldg 2 (Austin DC I)	 	$298,126	 	4101 Smith School Road	 	Austin	 	TX	 	 
	3.083	 	MSMCH	 	Maple Point 2	 	$287,604	 	10330 Argonne Woods Drive	 	Woodridge	 	IL	 	 
	3.084	 	MSMCH	 	Hollins End 6	 	$287,604	 	4733 Trident Court	 	Halethorpe	 	MD	 	 
	3.085	 	MSMCH	 	Freeport DC Bldg 3	 	$280,589	 	921 West Bethel Road Bldg 300	 	Coppell	 	TX	 	 
	3.086	 	MSMCH	 	Redlands Industrial Center II	 	$277,082	 	2466 Lugonia Avenue	 	Redlands	 	CA	 	 
	3.087	 	MSMCH	 	Hollins End 1	 	$270,067	 	4734-4756 Trident Court	 	Halethorpe	 	MD	 	 
	3.088	 	MSMCH	 	Hollins End 2	 	$270,067	 	4710-4732 Trident Court	 	Halethorpe	 	MD	 	 
	3.089	 	MSMCH	 	Valwood West Industrial D	 	$266,560	 	2029 Westgate Drive	 	Carrollton	 	TX	 	 
	3.090	 	MSMCH	 	Redlands Industrial Center IA	 	$266,560	 	1450 Mountain View	 	Redlands	 	CA	 	 
	3.091	 	MSMCH	 	Valwood West Industrial C	 	$263,052	 	2045 Westgate Drive	 	Carrollton	 	TX	 	 
	3.092	 	MSMCH	 	10th Street Business Park 1	 	$263,052	 	1801 10th Street	 	Plano	 	TX	 	 
	3.093	 	MSMCH	 	Columbia Park IC	 	$234,994	 	2109 Columbia Park Drive	 	Edgewood	 	MD	 	 
	3.094	 	MSMCH	 	Valley View BC Bldg 2	 	$234,994	 	5375 FAA Boulevard	 	Irving	 	TX	 	 
	3.095	 	MSMCH	 	Valley View BC Bldg 1	 	$224,471	 	5325 FAA Boulevard	 	Irving	 	TX	 	 
	3.096	 	MSMCH	 	Crossroads DC III	 	$217,457	 	7451 Coca Cola Drive	 	Baltimore	 	MD	 	 
	3.097	 	MSMCH	 	Northpointe DC Bldg 1	 	$206,935	 	44901 Falcon Place	 	Dulles	 	VA	 	 
	3.098	 	MSMCH	 	Park 88	 	$196,412	 	2580 Diehl Road	 	Aurora	 	IL	 	 
	3.099	 	MSMCH	 	Ameriplex	 	$196,412	 	5252 Decatur Boulevard	 	Indianapolis	 	IN	 	 
	3.100	 	MSMCH	 	Vista Point South 5	 	$192,905	 	633 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.101	 	MSMCH	 	Hollins End 5	 	$182,383	 	4715 Trident Court	 	Halethorpe	 	MD	 	 
	3.102	 	MSMCH	 	Northpointe DC Bldg 2	 	$178,876	 	44931 Falcon Place	 	Dulles	 	VA	 	 
	3.103	 	MSMCH	 	Vista Point South 6	 	$168,354	 	645 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.104	 	MSMCH	 	Raceway Crossings IC Bldg 1 (Austin DC II)	 	$168,354	 	16310 Bratton Lane	 	Austin	 	TX	 	 
	3.105	 	MSMCH	 	Vista Point South 4	 	$157,831	 	621 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.106	 	MSMCH	 	Vista Point South 3	 	$154,324	 	615 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.107	 	MSMCH	 	North Plainfield 3	 	$140,295	 	923 Whitaker Road	 	Plainfield	 	IN	 	 
	3.108	 	MSMCH	 	Vista Point South 1	 	$129,773	 	609 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.109	 	MSMCH	 	Bolingbrook VMF	 	$122,758	 	273 Marquette Drive	 	Bolingbrook	 	IL	 	 
	3.110	 	MSMCH	 	Vista Point South 2	 	$108,728	 	611 East State Highway 121 Bypass	 	Coppell	 	TX	 	 
	3.111	 	MSMCH	 	Hollins End 3	 	$101,714	 	4700 Trident Court	 	Halethorpe	 	MD	 	 
	3.112	 	MSMCH	 	Hollins End 4	 	$77,162	 	4701 Trident Court	 	Halethorpe	 	MD	 	 
	3.113	 	MSMCH	 	Freeport DC Bldg 6	 	$35,074	 	777 Freeport Parkway	 	Coppell	 	TX	 	 
	3.114	 	MSMCH	 	Freeport DC Bldg 5	 	$31,566	 	777 Freeport Parkway	 	Coppell	 	TX	 	 
	4	 	BANA	 	Navy League Building	 	$60,000,000	 	2300 Wilson Boulevard	 	Arlington	 	VA	 	12/1/2015
	5	 	MSMCH	 	Princeton Pike Corporate Center	 	$50,000,000	 	100, 989, 993, 997, 1000, 1009, 1200, and 2000 Lenox Drive	 	Lawrence Township	 	NJ	 	12/23/2015
	6	 	MSMCH	 	Princeton South Corporate Center	 	$48,000,000	 	100 and 200 Charles Ewing Boulevard	 	Trenton 	 	NJ	 	3/26/2015
	7	 	BANA	 	Greenville Mall 	 	$45,329,539	 	726 Southeast Greenville Boulevard	 	Greenville	 	NC	 	10/8/2015
	8	 	BANA	 	Waterford Place Apartments	 	$40,000,000	 	One Waterford Way	 	Manchester	 	NH	 	11/23/2015
	9	 	CIBC	 	Marriott - Albuquerque, NM	 	$37,072,435	 	2101 Louisiana Boulevard Northeast	 	Albuquerque	 	NM	 	10/7/2015
	10	 	SMF III	 	Simply Self Storage OK & FL Portfolio	 	$33,105,000	 	 	 	 	 	 	 	12/17/2015
	10.01	 	SMF III	 	US 301	 	$11,360,000	 	2100 US 301 North	 	Palmetto	 	FL	 	 
	10.02	 	SMF III	 	Olive Road	 	$6,525,000	 	1835 East Olive Road	 	Pensacola	 	FL	 	 
	10.03	 	SMF III	 	Northwest Grand Boulevard	 	$4,820,000	 	2900 Northwest Grand Boulevard	 	Oklahoma City	 	OK	 	 
	10.04	 	SMF III	 	South Shields Boulevard	 	$3,625,000	 	8706 South Shields Boulevard	 	Oklahoma City	 	OK	 	 
	10.05	 	SMF III	 	South Commerce Street	 	$3,625,000	 	1324, 1812, & 1914 South Commerce Street	 	Ardmore	 	OK	 	 
	10.06	 	SMF III	 	North Western Avenue	 	$3,150,000	 	8200 North Western Avenue	 	Oklahoma City	 	OK	 	 
	11	 	MSMCH	 	Landmark Gardens & Lofts Apartments	 	$30,487,500	 	144 & 176 Landa Street	 	New Braunfels	 	TX	 	11/16/2015
	12	 	BANA	 	Le Meridien Cambridge MIT	 	$30,000,000	 	20 Sidney Street	 	Cambridge	 	MA	 	11/25/2015
	13	 	MSMCH	 	DoubleTree by Hilton - Cleveland, OH	 	$29,000,000	 	1111 Lakeside Avenue	 	Cleveland	 	OH	 	1/26/2016
	14	 	MSMCH	 	40 West Plaza	 	$28,500,000	 	6447-6505 Baltimore National Pike	 	Catonsville	 	MD	 	1/26/2016
	15	 	MSMCH	 	Solar Plaza & Sunbelt Professional Centre	 	$27,950,000	 	 	 	 	 	 	 	12/10/2015
	15.01	 	MSMCH	 	Sunbelt Professional Centre	 	$15,550,000	 	1901 North Rice Avenue & 2401 East Gonzales Road	 	Oxnard	 	CA	 	 
	15.02	 	MSMCH	 	Solar Plaza	 	$12,400,000	 	1701 & 1801 Solar Drive	 	Oxnard	 	CA	 	 
	16	 	BANA	 	Fountaingrove Center	 	$25,777,500	 	3550, 3554 & 3558 Round Barn Boulevard	 	Santa Rosa	 	CA	 	10/23/2015
	17	 	MSMCH	 	H-Mart Town Center	 	$18,400,000	 	3200 K Avenue	 	Plano	 	TX	 	12/16/2015
	18	 	BANA	 	University West Apartments 	 	$18,000,000	 	800-1106 Pinon Drive; 1300 & 1400 Coconino Road; 4305-4345 Maricopa Drive; 1405, 1415, 1425 Coconino Road; 4501, 4502, 4509, 4510, 4518, 4533, 4541 Steinbeck Street	Ames	 	IA	 	10/28/2015
	19	 	MSMCH	 	16055 Space Center	 	$17,081,250	 	16055 Space Center Boulevard	 	Houston	 	TX	 	12/3/2015
	20	 	MSMCH	 	Stoneleigh on the Lake Apartments	 	$16,000,000	 	7303 Spring Cypress Road	 	Spring	 	TX	 	12/2/2015
	21	 	CIBC	 	Oak Creek Marketplace	 	$14,100,000	 	1020-1050 Miamisburg Centerville Road	 	Washington Township	 	OH	 	12/31/2015
	22	 	CIBC	 	Grant at One	 	$12,880,000	 	9475 Roosevelt Boulevard	 	Philadelphia	 	PA	 	11/6/2015
	23	 	BANA	 	Holiday Inn - La Mesa, CA	 	$12,431,371	 	8000 Parkway Drive	 	La Mesa	 	CA	 	1/30/2015
	24	 	BANA	 	Canyon Lakes Plaza	 	$11,625,000	 	9002 & 9232 West Sahara Avenue	 	Las Vegas	 	NV	 	9/17/2015
	25	 	CIBC	 	Ivy Bridge Townhomes	 	$11,200,000	 	10 Westview Commons Boulevard	 	Gates	 	NY	 	1/26/2016
	26	 	SMF III	 	Castle Creek I & II	 	$8,250,000	 	8604 and 8606 Allisonville Road	 	Indianapolis	 	IN	 	12/3/2015
	27	 	BANA	 	Asian Village	 	$8,181,577	 	9191 Bolsa Avenue	 	Westminster	 	CA	 	11/3/2015
	28	 	SMF III	 	Courtyard - Conyers, GA	 	$8,100,000	 	1337 Old Covington Highway Southeast	 	Conyers	 	GA	 	1/11/2016
	29	 	SMF III	 	Park Lee Shopping Center	 	$8,000,000	 	1615 West Camelback Road	 	Phoenix	 	AZ	 	12/23/2015
	30	 	SMF III	 	Holiday Inn Express - Orlando, FL	 	$7,991,578	 	7900 South Conway Road	 	Orlando	 	FL	 	12/11/2015
	31	 	BANA	 	Devon Self Storage - Ann Arbor, MI	 	$7,893,750	 	4750 South State Road	 	Pittsfield Township	 	MI	 	9/18/2015
	32	 	CIBC	 	Holiday Inn Express & Suites - Pensacola, FL	 	$7,008,278	 	307 North New Warrington Road	 	Pensacola	 	FL	 	11/10/2015
	33	 	MSMCH	 	Macy’s Furniture - San Mateo, CA	 	$7,000,000	 	2838 South El Camino Real	 	San Mateo	 	CA	 	11/25/2015
	34	 	MSMCH	 	Mendelsohn Staples Center	 	$6,800,000	 	905, 925 & 945 East Hospitality Lane	 	San Bernardino	 	CA	 	12/21/2015
	35	 	MSMCH	 	24 Hour Fitness - Mesquite, TX	 	$6,670,000	 	3600 West Emporium Circle	 	Mesquite	 	TX	 	1/7/2016
	36	 	MSMCH	 	Regency Plaza	 	$6,600,000	 	9756 Atlantic Boulevard	 	Jacksonville	 	FL	 	1/22/2016
	37	 	CIBC	 	Lindale Crossing	 	$6,060,000	 	4824 First Avenue Northeast	 	Cedar Rapids	 	IA	 	1/5/2016
	38	 	MSMCH	 	La Quinta - Norfolk, VA	 	$5,390,000	 	1387 North Military Highway	 	Norfolk	 	VA	 	1/28/2016
	39	 	MSMCH	 	Walgreens - Sedro Woolley, WA	 	$4,250,000	 	320 Harrison Avenue	 	Sedro Woolley	 	WA	 	11/24/2015
	40	 	MSMCH	 	Walgreens - Southbury, CT	 	$3,920,000	 	370 Main Street South	 	Southbury	 	CT	 	12/1/2015
	41	 	CIBC	 	Best Western Blue Angel Inn - Pensacola, FL	 	$3,185,678	 	2390 West Detroit Boulevard	 	Pensacola	 	FL	 	11/10/2015
	42	 	BANA	 	Fish Haven Lodge MHC	 	$2,207,898	 	201 Fish Haven Road	 	Auburndale	 	FL	 	10/29/2015


 



    	 



    	 



    




 


	MSBAM 2016-C28: Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID	 	Mortgage Loan
Seller	 	Property Name 	 	Maturity
    Date	 	Mortgage
    Rate 	 	Original
Term to Maturity (mos.) 	 	Remaining
Term to Maturity (mos.)	 	Original
Amortization Term (mos.) 	 	ARD
    (Yes/No) 	 	Primary
Servicing Fee Rate	 	Pari
Passu Loan Primary Servicing

Fee Rate
	1	 	MSMCH	 	Penn Square Mall 	 	1/1/2026	 	3.842%	 	120	 	119	 	0	 	No	 	0.00000%	 	0.00250%
	2	 	BANA	 	Ellenton Premium Outlets	 	12/1/2025	 	4.299%	 	120	 	118	 	0	 	No	 	0.00000%	 	0.00250%
	3	 	MSMCH	 	GLP Industrial Portfolio A	 	11/6/2025	 	4.144%	 	120	 	117	 	0	 	No	 	0.00000%	 	0.00125%
	3.001	 	MSMCH	 	Inland Empire Indian Ave DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.002	 	MSMCH	 	Centerpointe 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.003	 	MSMCH	 	Hofer Ranch IC Bldg 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.004	 	MSMCH	 	Denver DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.005	 	MSMCH	 	Freeport DC Bldg 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.006	 	MSMCH	 	Ontario Mills DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.007	 	MSMCH	 	Hagerstown Distribution Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.008	 	MSMCH	 	Beckwith Farms DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.009	 	MSMCH	 	Crossroads DC I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.010	 	MSMCH	 	Centerpointe 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.011	 	MSMCH	 	I-95 DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.012	 	MSMCH	 	Chino Spec Forward	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.013	 	MSMCH	 	Bedford Park II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.014	 	MSMCH	 	Landover DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.015	 	MSMCH	 	North Plainfield 8	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.016	 	MSMCH	 	Sterling DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.017	 	MSMCH	 	Clifton DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.018	 	MSMCH	 	Beckwith Farms 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.019	 	MSMCH	 	Collington Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.020	 	MSMCH	 	Bedford Park IB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.021	 	MSMCH	 	Elam Farms DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.022	 	MSMCH	 	Champagne DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.023	 	MSMCH	 	Bridge Point 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.024	 	MSMCH	 	Center Square DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.025	 	MSMCH	 	Park 355	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.026	 	MSMCH	 	Commerce Farms DC 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.027	 	MSMCH	 	Brandon Woods DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.028	 	MSMCH	 	Chantilly DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.029	 	MSMCH	 	Bolingbrook CC Bldg 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.030	 	MSMCH	 	Northpoint CC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.031	 	MSMCH	 	Franklin Square IC I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.032	 	MSMCH	 	Rock Quarry Building #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.033	 	MSMCH	 	Aurora DC III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.034	 	MSMCH	 	Washington (DC) Corporate Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.035	 	MSMCH	 	Aurora DC 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.036	 	MSMCH	 	Waterfront DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.037	 	MSMCH	 	Pureland DC I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.038	 	MSMCH	 	Bedford Park IA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.039	 	MSMCH	 	Prairie Point Bldg 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.040	 	MSMCH	 	Greenwood DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.041	 	MSMCH	 	Austin DC III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.042	 	MSMCH	 	Franklin Square II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.043	 	MSMCH	 	Pureland DC II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.044	 	MSMCH	 	Somerset IC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.045	 	MSMCH	 	Rock Quarry Building #2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.046	 	MSMCH	 	Brandon Woods DC II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.047	 	MSMCH	 	Centerpointe 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.048	 	MSMCH	 	Industrial Parkway (CA) DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.049	 	MSMCH	 	Beckwith Farms 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.050	 	MSMCH	 	North Plainfield 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.051	 	MSMCH	 	North Plainfield 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.052	 	MSMCH	 	North Plainfield 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.053	 	MSMCH	 	Somerset IC II Building I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.054	 	MSMCH	 	BWI Commerce Center II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.055	 	MSMCH	 	Commerce Farms DC 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.056	 	MSMCH	 	Rock Run Bldg 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.057	 	MSMCH	 	Bolingbrook CC Bldg 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.058	 	MSMCH	 	Bridge Point 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.059	 	MSMCH	 	Burleson BP Bldg 3 (Austin DC I)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.060	 	MSMCH	 	10th Street Business Park 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.061	 	MSMCH	 	Park 55	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.062	 	MSMCH	 	Valwood West Industrial A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.063	 	MSMCH	 	Baltimore IC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.064	 	MSMCH	 	Englewood DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.065	 	MSMCH	 	Centerpointe 9	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.066	 	MSMCH	 	Aurora DC 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.067	 	MSMCH	 	Redlands Industrial Center IB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.068	 	MSMCH	 	Somerset IC II Building II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.069	 	MSMCH	 	Hofer Ranch TRS Building 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.070	 	MSMCH	 	BWI Commerce Center I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.071	 	MSMCH	 	Burleson BP Bldg 1 (Austin DC I)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.072	 	MSMCH	 	Raceway Crossings IC Bldg 3 (Austin DC II)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.073	 	MSMCH	 	Freeport DC Bldg 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.074	 	MSMCH	 	Concours DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.075	 	MSMCH	 	Raceway Crossings IC Bldg 2 (Austin DC II)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.076	 	MSMCH	 	Hagerstown - Industrial Lane DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.077	 	MSMCH	 	Maple Point 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    




 


	MSBAM 2016-C28: Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID	 	Mortgage Loan
    Seller	 	Property Name 	 	Maturity
    Date	 	Mortgage
    Rate 	 	Original
Term to Maturity (mos.) 	 	Remaining
Term to Maturity (mos.)	 	Original
Amortization Term (mos.) 	 	ARD
(Yes/No) 	 	Primary
Servicing Fee Rate	 	Pari
Passu Loan Primary Servicing

Fee Rate
	3.078	 	MSMCH	 	Freeport DC Bldg 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.079	 	MSMCH	 	Capital Beltway CC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.080	 	MSMCH	 	Centerpointe Trailer Lot	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.081	 	MSMCH	 	Randall Crossing DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.082	 	MSMCH	 	Burleson BP Bldg 2 (Austin DC I)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.083	 	MSMCH	 	Maple Point 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.084	 	MSMCH	 	Hollins End 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.085	 	MSMCH	 	Freeport DC Bldg 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.086	 	MSMCH	 	Redlands Industrial Center II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.087	 	MSMCH	 	Hollins End 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.088	 	MSMCH	 	Hollins End 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.089	 	MSMCH	 	Valwood West Industrial D	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.090	 	MSMCH	 	Redlands Industrial Center IA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.091	 	MSMCH	 	Valwood West Industrial C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.092	 	MSMCH	 	10th Street Business Park 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.093	 	MSMCH	 	Columbia Park IC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.094	 	MSMCH	 	Valley View BC Bldg 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.095	 	MSMCH	 	Valley View BC Bldg 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.096	 	MSMCH	 	Crossroads DC III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.097	 	MSMCH	 	Northpointe DC Bldg 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.098	 	MSMCH	 	Park 88	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.099	 	MSMCH	 	Ameriplex	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.100	 	MSMCH	 	Vista Point South 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.101	 	MSMCH	 	Hollins End 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.102	 	MSMCH	 	Northpointe DC Bldg 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.103	 	MSMCH	 	Vista Point South 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.104	 	MSMCH	 	Raceway Crossings IC Bldg 1 (Austin DC II)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.105	 	MSMCH	 	Vista Point South 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.106	 	MSMCH	 	Vista Point South 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.107	 	MSMCH	 	North Plainfield 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.108	 	MSMCH	 	Vista Point South 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.109	 	MSMCH	 	Bolingbrook VMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.110	 	MSMCH	 	Vista Point South 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.111	 	MSMCH	 	Hollins End 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.112	 	MSMCH	 	Hollins End 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.113	 	MSMCH	 	Freeport DC Bldg 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.114	 	MSMCH	 	Freeport DC Bldg 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	BANA	 	Navy League Building	 	12/1/2025	 	4.938%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	5	 	MSMCH	 	Princeton Pike Corporate Center	 	1/1/2026	 	4.673%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	6	 	MSMCH	 	Princeton South Corporate Center	 	4/1/2025	 	4.050%	 	120	 	110	 	360	 	No	 	0.00500%	 	0.00000%
	7	 	BANA	 	Greenville Mall 	 	11/6/2025	 	4.460%	 	120	 	117	 	360	 	No	 	0.00500%	 	0.00000%
	8	 	BANA	 	Waterford Place Apartments	 	12/1/2025	 	4.793%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	9	 	CIBC	 	Marriott - Albuquerque, NM	 	11/1/2025	 	4.880%	 	120	 	117	 	360	 	No	 	0.00500%	 	0.00000%
	10	 	SMF III	 	Simply Self Storage OK & FL Portfolio	 	1/6/2026	 	4.823%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	10.01	 	SMF III	 	US 301	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	SMF III	 	Olive Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	SMF III	 	Northwest Grand Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	SMF III	 	South Shields Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	SMF III	 	South Commerce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	SMF III	 	North Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	MSMCH	 	Landmark Gardens & Lofts Apartments	 	12/1/2025	 	4.690%	 	120	 	118	 	360	 	No	 	0.02000%	 	0.00000%
	12	 	BANA	 	Le Meridien Cambridge MIT	 	12/1/2020	 	4.933%	 	60	 	58	 	360	 	No	 	0.00500%	 	0.00000%
	13	 	MSMCH	 	DoubleTree by Hilton - Cleveland, OH	 	2/1/2026	 	5.280%	 	120	 	120	 	360	 	No	 	0.01500%	 	0.00000%
	14	 	MSMCH	 	40 West Plaza	 	2/1/2028	 	5.280%	 	144	 	144	 	360	 	No	 	0.00500%	 	0.00000%
	15	 	MSMCH	 	Solar Plaza & Sunbelt Professional Centre	 	1/1/2026	 	4.625%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	15.01	 	MSMCH	 	Sunbelt Professional Centre	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	MSMCH	 	Solar Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	BANA	 	Fountaingrove Center	 	11/1/2025	 	4.558%	 	120	 	117	 	360	 	No	 	0.02500%	 	0.00000%
	17	 	MSMCH	 	H-Mart Town Center	 	1/1/2026	 	4.815%	 	120	 	119	 	360	 	No	 	0.03000%	 	0.00000%
	18	 	BANA	 	University West Apartments 	 	11/1/2025	 	4.553%	 	120	 	117	 	360	 	No	 	0.00000%	 	0.00500%
	19	 	MSMCH	 	16055 Space Center	 	1/1/2026	 	4.650%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	20	 	MSMCH	 	Stoneleigh on the Lake Apartments	 	1/1/2026	 	4.750%	 	120	 	119	 	0	 	No	 	0.03500%	 	0.00000%
	21	 	CIBC	 	Oak Creek Marketplace	 	1/1/2026	 	5.080%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	22	 	CIBC	 	Grant at One	 	12/1/2025	 	4.930%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	23	 	BANA	 	Holiday Inn - La Mesa, CA	 	2/1/2022	 	4.825%	 	84	 	72	 	360	 	No	 	0.00500%	 	0.00000%
	24	 	BANA	 	Canyon Lakes Plaza	 	10/1/2025	 	4.767%	 	120	 	116	 	360	 	No	 	0.00500%	 	0.00000%
	25	 	CIBC	 	Ivy Bridge Townhomes	 	2/1/2026	 	5.400%	 	120	 	120	 	360	 	No	 	0.06000%	 	0.00000%
	26	 	SMF III	 	Castle Creek I & II	 	12/6/2025	 	5.068%	 	120	 	118	 	360	 	No	 	0.04500%	 	0.00000%
	27	 	BANA	 	Asian Village	 	12/1/2025	 	4.770%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	28	 	SMF III	 	Courtyard - Conyers, GA	 	2/6/2026	 	5.240%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	29	 	SMF III	 	Park Lee Shopping Center	 	1/6/2021	 	5.316%	 	60	 	59	 	360	 	No	 	0.00500%	 	0.00000%
	30	 	SMF III	 	Holiday Inn Express - Orlando, FL	 	1/6/2026	 	5.040%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	31	 	BANA	 	Devon Self Storage - Ann Arbor, MI	 	10/1/2025	 	4.901%	 	120	 	116	 	360	 	No	 	0.00500%	 	0.00000%
	32	 	CIBC	 	Holiday Inn Express & Suites - Pensacola, FL	 	12/1/2025	 	5.150%	 	120	 	118	 	240	 	No	 	0.05500%	 	0.00000%
	33	 	MSMCH	 	Macy’s Furniture - San Mateo, CA	 	12/1/2025	 	4.550%	 	120	 	118	 	0	 	No	 	0.00500%	 	0.00000%
	34	 	MSMCH	 	Mendelsohn Staples Center	 	1/1/2026	 	4.715%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	35	 	MSMCH	 	24 Hour Fitness - Mesquite, TX	 	2/1/2026	 	5.000%	 	120	 	120	 	300	 	No	 	0.00500%	 	0.00000%
	36	 	MSMCH	 	Regency Plaza	 	2/1/2021	 	4.440%	 	60	 	60	 	360	 	No	 	0.00500%	 	0.00000%
	37	 	CIBC	 	Lindale Crossing	 	2/1/2026	 	5.110%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	38	 	MSMCH	 	La Quinta - Norfolk, VA	 	2/1/2026	 	5.250%	 	120	 	120	 	360	 	No	 	0.06000%	 	0.00000%
	39	 	MSMCH	 	Walgreens - Sedro Woolley, WA	 	12/1/2025	 	4.845%	 	120	 	118	 	0	 	No	 	0.04000%	 	0.00000%
	40	 	MSMCH	 	Walgreens - Southbury, CT	 	12/1/2025	 	4.805%	 	120	 	118	 	300	 	No	 	0.04000%	 	0.00000%
	41	 	CIBC	 	Best Western Blue Angel Inn - Pensacola, FL	 	12/1/2025	 	5.200%	 	120	 	118	 	240	 	No	 	0.05500%	 	0.00000%
	42	 	BANA	 	Fish Haven Lodge MHC	 	11/1/2025	 	5.190%	 	120	 	117	 	360	 	No	 	0.00500%	 	0.00000%


 



    	 



    	 



    




 







 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


  


Wells Fargo Bank, National
Association


as Certificate Registrar







Wells Fargo Center





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: Corporate Trust
Services – Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28





			[OR OTHER CERTIFICATE REGISTRAR]



 





Banc of America Merrill Lynch
Commercial Mortgage Inc.





One Bryant Park


New York, New York 10036


Attention:  Leland F.
Bunch, III


 


		Re:	Transfer of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial
Mortgage Pass-Through Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, U.S. Bank National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, on behalf of the holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28 (the “Certificates”) in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate
Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.      Check one of the
following:*


 


☐           The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1),


 





 





*
Purchaser must include one of the following two certifications.

 


    	Exhibit C-1



    	 



    

 


               (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able
to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


☐           The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.


 


2.     The Purchaser’s
intention is to acquire the Certificate (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
Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted
transactions) as expressed herein.


 


3.     The Purchaser has
reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.     The Purchaser acknowledges
that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the
Securities


 


    	Exhibit C-2



    	 



    

 


Act or the securities laws of any State or any other jurisdiction, and that the Certificate 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 Certificate. 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 Certificate 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 Certificate and state that interest and original issue discount on
the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
[as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.


 


For 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


 


 






 

**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.

 


    	Exhibit C-3



    	 



    

 


exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


	 	 	8.	Please make all payments due on the Certificates:****
	 	 	 	 
	 	☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



	 	 	 	 	 	 	 
	 	Bank:	 	 	 	 	 
	 	ABA #:	 	 	 	 
	 	Account #:	 	 
	 	Attention:	 	 	 







  


	 	☐	(b)	by mailing a check or draft to the following address:


 





	 	 	 
	 	 	 
	 	 	 




   


9.              If the Purchaser
is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for
U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,
	 	 
	 	 	 
	 	 	
        
[The Purchaser]

	 	 	 
	 	By:	 
			Name:

Title:
	 	 	 
	Dated:	 	 



 





 



 

****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.

 



    	Exhibit C-4



    	 



    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


			[OR OTHER CERTIFICATE REGISTRAR]



 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2016, by and among Banc of America Merrill Lynch Commercial
Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, U.S. Bank 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 thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is


 


    	Exhibit D-1-1



    	 



    

 


any of the following: of (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality
of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated
by the Certificate Administrator based upon an Opinion of Counsel as provided to the Certificate Administrator (at no expense to
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.


 


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





Sixth Street
and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS) –





			Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28






			[OR OTHER CERTIFICATE REGISTRAR]



 





	 	Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial
    Mortgage Pass-Through Certificates, Series 2016-C28 (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 February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, U.S. Bank National Association, as Trustee, and Park Bridge Lender Services
LLC, as Asset Representations Reviewer and as Operating Advisor. 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 E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer] 	 
	 	[Special Servicer] 

Loan No.:	

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 

        Address:
	
         

        9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

         

	 	Custodian/Trustee 

Mortgage File No.:	

	 
	Depositor
	 	Name:	Banc of America Merrill Lynch Commercial Mortgage Inc.
	 	 

        Address:
	
         

        

        Banc of America Merrill Lynch Commercial Mortgage Inc.

        

        One Bryant Park

        

        New York, New York 10036

        

        Attention:  Leland F.
        Bunch, III

         

	 	Certificates:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of U.S. Bank National Association, as trustee (the “Trustee”), for the Holders of Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, 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


 


    	Exhibit E-1



    	 



    

 


and Servicing Agreement dated as of February 1, 2016, by and among Banc of America Merrill
Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management
LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing
Agreement”).


 


( )              ___________________________


 


( )              ___________________________


 


( )              ___________________________


 


( )              ___________________________


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)     The [Master Servicer]
[Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Pooling and Servicing Agreement.


 


(2)     The [Master Servicer]
[Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security
interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Pooling and Servicing Agreement.


 


(3)     The [Master Servicer]
[Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loans
have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)     The Documents
and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep
the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession,
custody or control.


 


	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	  

         
	  

         
	 



 


 


Date: _____________


 









    	Exhibit E-2



    	 



    

  


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator





Wells Fargo Center





Sixth Street and Marquette
Avenue





Minneapolis, Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS) –





Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28





			[OR OTHER CERTIFICATE REGISTRAR]



 


Banc of America Merrill Lynch
Commercial Mortgage Inc.





One Bryant Park





New York, New York 10036





Attention:  Leland F.
Bunch, III


 


		Re:	Transfer of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through
Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [F-1][F-2][F][EF][G-1][G-2][G][EFG][H-1][H-2][H]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, U.S. Bank National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor. 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 become (a) an employee benefit plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in
Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under
Section 410(d) of the Code, or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a


 


    	Exhibit F-1-1



    	 



    

 


“Plan”) or (b) a person acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the
Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute
or result in a non-exempt violation of applicable Similar Law).


 


2.   
  The Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such
Purchaser is required to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance
satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that the acquisition and holding of
such Certificate by such purchaser or transferee will not constitute or result in a “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Asset Representations Reviewer, the
Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section
4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which
Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers or the
Trust.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: ______________	 	 











 


    	Exhibit F-1-2



    	 



    



 



 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and class V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


            [OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, [Class R][Class V] Certificates (the “[Class
R][Class V] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, U.S. Bank National Association, as Trustee, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor. 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 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,


 



    		Exhibit F-2-1	



    	 



    

 


a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan
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



See Annex B to the Prospectus


 









    		Exhibit G-1	



    	 



    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “U.S. Bank National Association,
as Trustee for the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through
Certificates, Series 2016-C28” (the “Assignee”),
having an office at 190 S. LaSalle Street, 7th Floor, Mail Code MK-IL-SL7C, Chicago, Illinois 60603, Attention: MSBAM 2016-C28,
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


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


	Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


 






 


*     Select
appropriate depository.



 






    		Exhibit I-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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 


  





cc: Banc of America
Merrill Lynch Commercial Mortgage 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 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    		Exhibit J-1	



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 





  


cc: Banc of America Merrill Lynch Commercial Mortgage
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 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 


 






 


*     Select
appropriate depository.


 



    		Exhibit K-1	



    	 



    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 





  


cc: Banc of America Merrill Lynch Commercial Mortgage
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 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 





 



 


*     Select,
as applicable.


 






    		Exhibit L-1	



    	 



    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	Dated:	 	 



 


	 	By: 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.





 






    		Exhibit L-2	



    	 



    

 





EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*     Select
appropriate depository.



 






    		Exhibit M-1	



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 


 


cc: Banc of America Merrill Lynch Commercial Mortgage
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 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


Re:         Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    	Exhibit N-1



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 
	 	 By:	 
	 	 	Name:
	 	 	Title:









Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
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 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28


 


Re:         Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 



    	Exhibit O-1



    	 



    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers. 


 


	 	[Insert Name of Transferor]
	 	 
	 	 By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 



    	Exhibit O-2



    	 



    

 




EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28 


trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


Re:      Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class Certificates


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.           The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


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


 



    	Exhibit P-1A-1



    	 



    

 


written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


7.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager	Wells Fargo Bank, National
Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention: Corporate Trust Services (CMBS)
 Morgan
Stanley Bank of America Merrill Lynch Trust Series 2016-C28
 trustadministrationgroup@wellsfargo.com
 cts.cmbs.bond.admin@wellsfargo.com

                                                                

	
        Park Bridge Lender
Services LLC 

        41 Watchung Plaza,
Suite 250 

        Montclair, New Jersey
07042 

        Attention: MSBAM 2016-C28 Surveillance Manager (with a copy
        sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

        

        

         

        U.S. Bank National
Association 

        190 S. LaSalle Street, 7th Floor 

        Mail Code MK-IL-SL7C

Chicago, Illinois 60603 

        Attention: MSBAM 2016-C28

         
	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette
Avenue 

        Minneapolis, Minnesota
55479 0113 

        Attention: Corporate
Trust Services (CMBS) 

        Morgan Stanley Bank of America Merrill 

Lynch Trust Series 2016-C28

         

        C-III Asset Management
LLC 

        5221 N. O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Lindsey
Wright 

        MSBAM 2016-C28

         



 


Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class Certificates


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, 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.


 



    	Exhibit P-1B-1



    	 



    

 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling 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.


 



    	Exhibit P-1B-2



    	 



    

 


            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-1B-3



    	 



    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager


 


Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class Certificates


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


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


 



    	Exhibit P-1C-1



    	 



    

 


the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 



    	Exhibit P-1C-2



    	 



    

 


 












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

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services
        LLC

        

        41 Watchung Plaza, Suite 250

        

        Montclair, New Jersey 07042

        

        Attention: MSBAM 2016-C28 Surveillance Manager (with a copy
        sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	
        Wells Fargo Bank, National
        Association,

        

        Sixth Street and Marquette Avenue

        

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

         

        

	
        U.S. Bank National Association

190 S. LaSalle Street, 7th Floor 

        Mail Code MK-IL-SL7C

        Chicago, Illinois 60603

        Attention: MSBAM 2016-C28

         
	
        C-III Asset Management
LLC 

        5221 N. O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Lindsey
Wright 

        MSBAM 2016-C28

         



		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, 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):


 






    	Exhibit P-1D-1



    	 



    

 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the Prospectus.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, 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


 






    	Exhibit P-1D-2



    	 



    

 


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.


  



    	Exhibit P-1D-3



    	 



    




 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]





	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC 

        41 Watchung Plaza,
Suite 250 

        Montclair, New Jersey
07042 

        Attention: MSBAM 2016-C28 Surveillance Manager (with a copy
        sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

        
	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

        

	 	 
	
        U.S. Bank National Association

190 S. LaSalle Street, 7th Floor 

        Mail Code MK-IL-SL7C

        Chicago, Illinois 60603

        Attention: MSBAM 2016-C28

         
	
        C-III Asset Management
LLC 

        5221 N. O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Lindsey Wright

        

        MSBAM 2016-C28

         



Re:      Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, Class Certificates


 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C28, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    	Exhibit P-1E-1



    	 



    

 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in


 






    	Exhibit P-1E-2



    	 



    

 


part;
provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.        The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not


 






    	Exhibit P-1E-3



    	 



    

 


permitted
to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on
the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling
and Servicing Agreement.


 


11.        The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Holder of the majority


	 	 	of the Controlling Class][Controlling Class 
	 	 	 Certificateholder]
	 	 	 
	 	By: 	 
	 	 	 Name:
 Title:
	Dated: _______	 	 
	cc: Banc of America Merrill Lynch Commercial Mortgage 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)

Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

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: Morgan Stanley Bank of America Merrill Lynch Trust
        Series 2016-C28

         



Re:          Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28


 


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
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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 Morgan


 






    	Exhibit P-1F-1



    	 



    




 


Stanley
Bank of America Merrill Lynch Trust 2016-C28 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: Banc of America Merrill Lynch Commercial Mortgage Inc.	 	 


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 
	Name:
	Title:





 












    	Exhibit P-1F-2



    	 



    




 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]





	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC 

        41 Watchung Plaza,
Suite 250 

        Montclair, New Jersey
07042 

        Attention: MSBAM 2016-C28 Surveillance Manager (with a copy
        sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C28

         

	
        U.S. Bank National Association

190 S. LaSalle Street, 7th Floor 

        Mail Code MK-IL-SL7C

        Chicago, Illinois 60603

        Attention: MSBAM 2016-C28

         
	
        C-III Asset Management
LLC 

        5221 N. O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Lindsey
Wright 

        MSBAM 2016-C28

         



Re:      Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28, 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.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    	Exhibit P-1G-1



    	 



    

 


4.          [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: Banc of America Merrill Lynch Commercial Mortgage Inc.	 	 


 












    	Exhibit P-1G-2



    	 



    

 





EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C28


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S.
Bank National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor, 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, a Nationally Recognized Statistical Rating Organization (“NRSRO”);


 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has
access to the Depositor’s 17g-5 website; and


 


c.          agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect
to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5
Information Provider’s Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


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-2-1



    	 



    




 


 











ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Bank of America, National Association (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 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28 (the “Certificates”) pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch
Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as 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 U.S. Bank 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-2-2



    	 



    

 


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-2-3



    	 



    

 


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:


 


Bank of America, National Association





One Bryant Park





New York, New York 10036





Attention: Leland F. Bunch, III


 






    	Exhibit P-2-4



    	 



    







 


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 MSBAM 2016-C28


 


Attention:              Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28


 


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 February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S.
Bank National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor, 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 or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink,
the undersigned is deemed to have recertified that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision
to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make
such information available to any other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of
the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Trust Fund for any loss,



 






    	Exhibit P-3-1



    	 



    

 


liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-3-2



    	 



    







 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
U.S. Bank National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, 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) all documents specified in clauses
(i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii), if any, of the definition of “Mortgage File,” as applicable,
with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be
executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the Mortgage Rate, Cut-off Date Balance and Maturity Date 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]


 


Banc of America Merrill Lynch
Commercial Mortgage Inc. 


One Bryant Park 


New York, New York 10036 


Attention:
Leland F. Bunch, III


 


Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Fax number: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive

Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance


Fax number: (312) 332-3492


E-mail: cmbs.surveillance@dbrs.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


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Fax number: (972) 868-5490

Attention: Lindsey Wright


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSBAM 2016-C28


 






    	Exhibit Q-2



    	 



    

 


U.S. Bank National Association

190 S. LaSalle Street, 7th Floor


Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSBAM 2016-C28


 


C-III High Yield Real Estate Debt
Fund IV TIER Holdings Inc.


c/o C-III HY Directives IV LLC


717 Fifth Avenue


New York, NY 10022


Fax number: 212 705 5001


Attention: George Carleton; gcarleton@islecap.com;


Ed Tai; etai@c3cp.com;


Katherine Furman; kfurman@c3cp.com;
and


Jignesh Patel; jpatel@c3cp.com


 






    	Exhibit Q-3



    	 



    







 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


MAC D1086-120, 550 South Tryon Street, 14th Floor 


Charlotte, North Carolina 28202 


Attention: MSBAM 2016-C28 Asset Manager 


Telecopy Number: (704) 715-0036 


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


U.S. Bank National Association,
a national banking association organized and existing under the laws of the United States and having an office at 190 S. LaSalle
Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as trustee (the “Trustee”), hereby
constitutes and appoints Wells Fargo Bank, National Association as master servicer (the “Master Servicer”), and in
its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of the Master
Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
for the tasks described in the items (1) through (11) below; provided however, that the documents described below may only be executed
and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing
Agreement dated as of February 1, 2016 (the “Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage
Inc., as depositor, the Master Servicer, C-III Asset Management LLC, as 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 on behalf of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28 (the “Trust”), and no power is granted hereunder to take any action that would be adverse to the interests
of U.S. Bank National Association.


 


This Limited Power of Attorney is being
issued in connection with Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by the Trustee. These Loans are secured by collateral comprised of mortgages, deeds of trust, deeds to secure debt and other
forms of security instruments (collectively the “Security Instruments”) encumbering any and all real and personal property
delineated therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 






    	Exhibit R-1-1



    	 



    

 


1.             Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of the trustee serving under a deed of trust, the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent
allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial
foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and
all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications
in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.             Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Master Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.             Transact
business of any kind regarding the Loans.


 


4.             Obtain
an interest therein and/or building thereon, as the Trustee’s act and deed, to contract for, purchase, receive and take possession
and evidence of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or
agreement.


 


5.             Execute,
complete, indorse or file bonds, notes, mortgages, deeds of trust and other contracts, agreements and instruments regarding the
Mortgagors and/or the Property, including but not limited to the execution of estoppel certificates, financing statements, continuation
statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance
agreements, loan assumption agreements, subordination agreements, property adjustment agreements, management agreements, listing
agreements, purchase and sale agreements and other instruments pertaining to mortgages or deeds of trust, and execution of deeds
and associated instruments, if any, conveying the Property, in the interest of the Trustee.


 


6.             Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as Property securing the Loans.


 


7.             Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


8.             Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 






    	Exhibit R-1-2



    	 



    

 


9.             Subordinate
the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


10.           Convey
the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey title to
real estate owned property (“REO Property”).


 


11.           Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party
contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do as of this _____ day of ___________, 2016.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby agrees to indemnify
and hold U.S. Bank National Association, as Trustee, and its directors, officers, employees and agents (the “Indemnified
Parties”) 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 (including, without limitation, reasonable fees and disbursements
of counsel incurred by an Indemnified Party in any action or proceeding between the Master Servicer and the Indemnified Party or
between the Indemnified Party and any third party if the Trustee prevails on its indemnification claim) incurred by reason or result
of the negligent use or negligent or willful misuse of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of U.S.
Bank National Association, as Trustee under the Agreement.


 


This Limited Power of Attorney may not
be assigned by the Master Servicer without the consent of U.S. Bank National Association.


 


This Limited Power of Attorney is effective
as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by the Trustee, or (b)
the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation or removal
of the Master Servicer as master servicer of the Trust.


 






    	Exhibit R-1-3



    	 



    

 


Witness my hand and seal this             day of          , 2016.


 





	NO CORPORATE SEAL	U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28



 





	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	Attest: 	 , Trust Officer	 	 	 






 






    	Exhibit R-1-4



    	 



    







 


CORPORATE ACKNOWLEDGMENT


 


State of Illinois


 


County of Cook


 


On this          day of               , 2016, before me, the undersigned,
a Notary Public in and for said County and State, personally appeared      ,      and      , personally known to me (or proved to me on the basis
of satisfactory evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer,
respectively of U.S. Bank National Association, a national banking association, and acknowledged to me that such national banking
association executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 


Signature: __________________________


 





	My commission expires:	Document drafted by

U.S.
Bank National Association, as Trustee



 






    	Exhibit R-1-5



    	 



    







 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


C-III Asset Management LLC 


5221 N. O’Connor Blvd., Suite 600 


Irving, Texas 75039 


Fax number: (972) 868 5490 


Attention: Robin Kyle 


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


U.S. Bank National Association,
a national banking association organized and existing under the laws of the United States and having an office at 190 S. LaSalle
Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee (the “Trustee”), hereby
constitutes and appoints C-III Asset Management, LLC as special servicer (the “Special Servicer”), and in its name,
aforesaid Attorney-In-Fact, by and through any officer appointed by the Board of Directors of the Special Servicer, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks
described in the items (1) through (11) below; provided however, that the documents described below may only be executed and delivered
by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated
as of February 1, 2016 (the “Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor,
the Wells Fargo Bank, National Association, as master servicer, the 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 on behalf of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28 (the “Trust”), and no power is granted
hereunder to take any action that would be adverse to the interests of U.S. Bank National Association.


 


This Limited Power of Attorney is being
issued in connection with Special Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by the Trustee. These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other
forms of Security instruments (collectively the “Security Instruments”) encumbering any and all real and personal property
delineated therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 


1.             Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust,


 






    	Exhibit R-2-1



    	 



    

 


the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent
allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial
foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and
all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications
in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.             Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.             Transact
business of any kind regarding the Loans.


 


4.             Obtain
an interest therein and/or building thereon, as the Trustee’s act and deed, to contract for, purchase, receive and take possession
and evidence of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or
agreement.


 


5.             Execute,
complete, indorse or file bonds, notes, mortgages, deeds of trust and other contracts, agreements and instruments regarding the
Borrowers and/or the Property, including but not limited to the execution of estoppel certificates, financing statements, continuation
statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance
agreements, loan assumption agreements, subordination agreements, property adjustment agreements, management agreements, listing
agreements, purchase and sale agreements and other instruments pertaining to mortgages or deeds of trust, and execution of deeds
and associated instruments, if any, conveying the Property, in the interest of the Trustee.


 


6.             Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as Property securing the Loans.


 


7.             Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


8.             Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special
Servicer’s duties and responsibilities under the Agreement.


 


9.             Subordinate
the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not


 






    	Exhibit R-2-2



    	 



    

 


limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


10.           Convey
the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey title to
real estate owned property (“REO Property”).


 


11.           Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party
contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do as of this _____ day of ___________, 2016.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Special Servicer hereby agrees to indemnify
and hold U.S. Bank National Association, as Trustee, and its directors, officers, employees and agents (the “Indemnified
Parties”) 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 (including, without limitation, reasonable fees and disbursements
of counsel incurred by an Indemnified Party in any action or proceeding between the Special Servicer and the Indemnified Party
or between the Indemnified Party and any third party if the Trustee prevails on its indemnification claim) incurred by reason or
result of the negligent use or negligent or willful misuse of this Limited Power of Attorney by the 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 U.S. Bank National Association, as Trustee under the Agreement.


 


This Limited Power of Attorney may not
be assigned by the Special Servicer without the consent of U.S. Bank National Association.


 


This Limited Power of Attorney is effective
as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by the Trustee, or (b)
the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation or removal
of the Special Servicer as special servicer of the trust.


 






    	Exhibit R-2-3



    	 



    

 


Witness my hand and seal this          day of      , 2016.

 





	NO CORPORATE SEAL	U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28



 





	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	Attest: 	 , Trust Officer	 	 	 






 






    	Exhibit R-2-4



    	 



    







 


CORPORATE ACKNOWLEDGMENT


 


State of Illinois


 


County of Cook


 


On this             day of             , 2016, before me, the undersigned,
a Notary Public in and for said County and State, personally appeared             ,             and             , personally known to me (or proved to me on the basis
of satisfactory evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer,
respectively of U.S. Bank National Association, a national banking association, and acknowledged to me that such national banking
association executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 


Signature: __________________________


 





	My commission expires:	Document drafted by

U.S.
Bank National Association, as Trustee









 






    	Exhibit R-2-5



    	 



    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS 


 


	Loan	Companion Holder
	Penn Square Mall	
         

        Note A-1A and Note A-2

         

        Wilmington Trust, National Association

         

        NOTICE ADDRESS:

        

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee MSCI 2016-PSQ

(with a copy to be sent contemporaneously via email to cmbstrustee@wilmingtontrust.com)

         

        Note A-1C

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Stephen Holmes

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

	Ellenton Premium Outlets	
         

        Note A-1 and Note A-3

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road


        




 






    	Exhibit S-1



    	 



    

 


		        

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – MSCI

2015-UBS8 (with a copy to trustadministrationgroup@wellsfargo.com, 

cts.cmbs.bond.admin@wellsfargo.com)

         

        Note A-2

         

        UBS Real Estate Securities Inc.

         

        NOTICE ADDRESS:

         

        UBS Real Estate Securities Inc.

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        One World Financial Center

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666 

        Email: frank.polverino@cwt.com

	GLP Industrial Portfolio A	
         

        Note A-1, Note A-2, Note B-1 and Note B-2

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        CSMC 2015-GLPA

        Fax Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

        trustadministrationgroup@wellsfargo.com

         

        Note A-3-1

         





 






    	Exhibit S-2



    	 



    

 


	 	


        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CSAIL 2016-C5

        Email: cts.cmbs.bond.admin@wellsfargo.com and

        trustadministrationgroup@wellsfargo.com

         

        Note A-3-2

         

        Column Financial, Inc.

        

        NOTICE ADDRESS:

        

Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante La Rocca

Facsimile number: (646) 935-8520

         

        with a copy to:

        

        Column Financial, Inc.

        1 Madison Avenue, 9th Floor

        New York, New York 10010

        Attention: Sarah Nelson

         

	Princeton Pike Corporate Center	
         

        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: Stephen Holmes

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.


        



 






    	Exhibit S-3



    	 



    

 


	 	
        


        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

	Le Meridien Cambridge MIT	
         

        Note A-2 and Note A-3

         

        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 Carolina 28255

        Email: william.stillerman@bankofamerica.com

         

	University West Apartments	
         

        Note A-1

         

        Wilmington Trust, National Association

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: Account Name MSBAM 2015-C27 (with a copy to be sent
        contemporaneously via email to cmbstrustee@wilmingtontrust.com)

         



 



    	Exhibit S-4



    	 



    

 

EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: [MSBAM 2015-C27 Asset Manager] [MSCI 2016-PSQ Asset Manager]

Telecopy Number: (704) 715-0036]


 


[Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy Number: (913) 253-9001]


 


[KeyBank National Association





11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Diane Haislip

Telecopy Number: (877) 379-1625]


 


VIA FACSIMILE


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


Dear [__________]:


 


[Wells Fargo Bank, National
Association][Midland Loan Services, a Division of PNC Bank, National Association][KeyBank National Association]], is the master
servicer (the “Non-Serviced Master Servicer”)
for the [University West Apartments][Ellenton Premium Outlets] [GLP Industrial Portfolio A][Penn
Square Mall] Whole Loan, as such term is defined under the Pooling and Servicing Agreement, dated February 1, 2016 (the “2016-C28
Pooling Agreement”) by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer, C-III Asset Management LLC, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate
Administrator”), U.S. Bank National Association, as trustee, and Park Bridge Lender Services LLC, as asset representations
reviewer and as operating advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to Wells Fargo Bank, National Association, as the master servicer with respect to the Morgan Stanley Bank
of America Merrill


 






    	Exhibit T-1



    	 



    

 


Lynch
Trust 2016-C28 (the “Master Servicer”) all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the Master Servicer all reports, statements, documents, communications, and other information that are
to be forwarded, delivered or otherwise made available to, the holder of the [University West Apartments][Ellenton Premium Outlets][GLP
Industrial Portfolio A][Penn Square Mall] Whole Loan (as such term is defined in the 2016-C28 Pooling Agreement) under the [University
West Apartments][Ellenton Premium Outlets][GLP Industrial Portfolio A][Penn Square Mall] Intercreditor Agreement (as defined in
the 2016-C28 Pooling Agreement).


 


The [University West
Apartments][Ellenton Premium Outlets][GLP Industrial Portfolio A][Penn Square Mall] Mortgage Loan [is][is not] a Significant Obligor
(as such term is defined in the 2016-C28 Pooling Agreement) under the 2016-C28 Pooling 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 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]



 






    	Exhibit T-3



    	 



    







 


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



Fax number: (312) 332-3492 


E-mail: cmbs.surveillance@dbrs.com


 


Fitch Ratings, Inc.
 One State Street Plaza
 New York, New York 10004
 Attention: Commercial Mortgage Backed Securities Surveillance
 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


 


		From:	Wells Fargo Bank, National Association, in its capacity
as Master Servicer under the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee,
Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor.



 


Date:       _________,
20___


 






    	Exhibit U-1



    	 



    

 


Re:          Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28



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 Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a) Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____        a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____        a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b) Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The
defeasance was consummated on __________, 20__.


 


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 






    	Exhibit U-2



    	 



    

 


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 






    	Exhibit U-3



    	 



    

 


(ix)          The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)           The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






    	Exhibit U-4



    	 



    







 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit U-5



    	 



    

 



 


EXHIBIT V



FORM OF OPERATING ADVISOR ANNUAL REPORT


 


Report Date: Report will be delivered annually no later
than [INSERT DATE].

Transaction: Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates,
Series 2016-C28

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: C-III Asset Management LLC

Directing Certificateholder: [                       ]


 


I. Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), executed in connection with the above-referenced transaction, as well as the items listed below, the Operating
Advisor has undertaken a limited review of the Special Servicer’s operational practices in light of the Servicing Standard
and the requirements of the Pooling and Servicing Agreement and has discussed with the Special Servicer its stated policies and
procedures, operational controls and protocols, risk management systems, intellectual resources, the Special Servicer’s reasoning
for believing it is in compliance with the Pooling and Servicing Agreement and other pertinent information the Operating Advisor
considers relevant, in each case, insofar as such information relates to the resolution or liquidation of the Specially Serviced
Mortgage Loans and REO Properties and provides this Operating Advisor Annual Report.


 


No information or any
other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement.
This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer’s performance
of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to
the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i)
from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with
respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) complies with all of the
confidentiality requirements described in the Pooling and Servicing Agreement.


 


In connection with
the assessment set forth in this report, the Operating Advisor:


 


1.           Reviewed
any annual compliance statement delivered to the Operating Advisor by the Special Servicer pursuant to Section 11.09 the
Pooling and Servicing Agreement and the following issues were noted therein: [ ]


 






    	 	 Exhibit V-1	



     


    

 


Operating Advisor Actions:


 


2.           Reviewed
any annual independent public accountants’ servicing report delivered to the Operating Advisor by the Special Servicer pursuant
to Section 11.11 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]


 


Operating Advisor Actions:


 


3.           Reviewed
any Final Asset Status Report and other information or communications delivered to the Operating Advisor and the following issues
were noted therein: [ ]


 


Operating Advisor Actions:


 


Based on such review,
or other information provided by the Special Servicer, and on the Operating Advisor’s performance of its obligations under
the Pooling and Servicing Agreement, the Operating Advisor [does] [does not] believe there are material violations of the Special
Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.


 


Qualifications related
to the work product undertaken and opinions related to this report:


 


1.          The
Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s
discussion(s) regarding any Specially Serviced Mortgage Loan.


 


2.           The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage 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 restrictions limit the Operating Advisor’s ability to outline herein the details or substance of certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not
reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information
is considered in preparing this report.


 


4.           There
are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


 






    	 	 Exhibit V-2	



     


    

 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.


 


	 	PARK BRIDGE LENDER SERVICES LLC,

                    as Operating Advisor

	 	 
	 	 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 V-3	



     


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


U.S. Bank National Association

      as Trustee

190 S. LaSalle Street, 7th Floor


Mail Code MK-IL-SL7C


Chicago, Illinois 60603


Attention: MSBAM 2016-C28

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)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

Telecopy Number: (410) 715-2380


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Fax number: (972) 868-5490

Attention: Lindsey Wright


 


Re:         Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28,
Recommendation of Replacement of Special Servicer


 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor, on behalf of the holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage
Pass-Through Certificates, Series 2016-C28 (the “Certificates”) regarding the replacement of the Special Servicer.


 



    	 	 Exhibit W-1	



     


    

 


Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is our assessment that C-III Asset Management LLC, in its current capacity as Special Servicer, is
not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following
factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that C-III Asset Management LLC be removed as Special Servicer and that [________] be appointed its
successor in such capacity.


 



	 	Very truly yours,
	 	 	 
	 	 	[The Operating Advisor]
	 	 	 
		By:	 	 
	 	 	Name:

Title:




 


Dated:


 






    	 	 Exhibit W-2	



     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager

Telecopy Number: (704) 715-0036


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Fax number: (972) 868-5490

Attention: Lindsey Wright


 


Re:         Access
to Certain Information Regarding Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through
Certificates, Series 2016-C28


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), among the Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer and as Operating Advisor. 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”)/C-III Asset Management LLC (“C-III”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo/C-III] 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/C-III] by


 



    	 	 Exhibit X-1	



     


    

 


[_____] [__], 20[__]

Page 2


 


third parties, (b) may not have been verified by [Wells Fargo/C-III], and (c) may be incomplete or contain inaccuracies. The Company
agrees that [Wells Fargo/C-III], the [“Master Servicer”/”Special Servicer”] (as defined in
the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of
the Confidential Information, or (z) [Wells Fargo/C-III]’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/C-III]; (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/C-III]; (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/C III]’s election): (i) responses to reasonable written inquiries received from the
Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/C III]’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/C
III] 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/C III] 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/C III] shall cease to provide the Company with Confidential
Information if [Wells Fargo/C III] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo/C III] determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement.
The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall
survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/C III]’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


 



    	 	 Exhibit X-2	



     


    

 


[_____] [__], 20[__]

Page 3


 


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/C-III] 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/C-III]’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: ]


 





	 	[C-III ASSET MANAGEMENT LLC
	 	 	 
		By:	
	 	 	Name:

Title: ]




 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 





	By:		 
	 	Name:

Title:	 



 






    	 	 Exhibit X-4	



     


    

 



 




EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION




 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Banc of America Merrill Lynch Commercial Mortgage Inc., the depositor
into the above-referenced Trust, certify that:


 


1.    I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28 (the “Exchange
Act periodic reports”);


 


2.    Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.    Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.    Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.    All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Wells Fargo Bank,
National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, U.S. Bank National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer;


 


(B) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer and Non-Serviced Special Servicer, Wilmington Trust, National Association,
as Non-Serviced


 






    	 	Exhibit Y-1	 



     


    

 


Trustee,
and Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator of the Penn Square Mall Mortgage Loan;


 


(C) Midland Loan Services,
a Division of PNC Bank, National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced Special
Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association,
as Non-Serviced Trustee, and Situs Holdings, LLC, as Non-Serviced Operating Advisor of the Ellenton Premium Outlets Mortgage Loan;


 


(D) KeyBank National
Association, as Non-Serviced Master Servicer, AEGON USA Realty Advisors, LLC, as Non-Serviced Special Servicer, Wells Fargo Bank,
National Association, as Non-Serviced Certificate Administrator, Wells Fargo Bank, National Association, as Non-Serviced Trustee
of the GLP Industrial Portfolio A Mortgage Loan; and


 


(E) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, CWCapital Asset Management LLC, as Non-Serviced Special Servicer, Wells
Fargo Bank, National Association, as Non-Serviced Certificate Administrator, Wilmington Trust, National Association, as Non-Serviced
Trustee, and Situs Holdings, LLC, as Non-Serviced Operating Advisor of the University West Apartments Mortgage Loan.


 


Date:       _________________________


 





	 	 
	President and Chief Executive Officer

Banc of America Merrill Lynch Commercial Mortgage Inc.

(Senior officer in charge of the securitization of the depositor)	 



 






    	 	Exhibit Y-2	 



     


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (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 February 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), C-III Asset Management LLC, as special servicer (the “Special Servicer”), U.S. Bank National
Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset
representations reviewer, certifies to [_______], Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


1.                          I
have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports
on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with
the Annual Report, the “Reports”), of the Trust;


 


2.                          To
my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Annual Report;


 


3.                          To
my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing
Agreement for inclusion in the Reports is included in the Reports;


 


4.                          I
am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement
and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements
required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate
Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and


 






    	 	Exhibit Z-1-1	 



     


    

 


5.                          The
report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities
with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.


 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:



 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
Title:






 


 




    	 	Exhibit Z-1-2	 



     


    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), C-III Asset Management
LLC, as special servicer (the “Special Servicer”), U.S. Bank 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 Master Servicer, certify to [Name of
Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:


 


1.           Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special
servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all
reports (the “Servicer Reports”) required to
be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;


 


2.           Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained
in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;


 


3.           I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer
compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K
pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate
delivered by the Master Servicer under Section 11.09 of the


 






    	 	Exhibit Z-2-1	 



     


    

 


Pooling and Servicing Agreement, the Master Servicer has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


 


4.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.           The
report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect
to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on
assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for
the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to
the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report
on Form 10-K.


 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information
and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the
Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance
with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    	 	Exhibit Z-2-2	 



     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
Title:




 




    	 	Exhibit Z-2-3	 



     


    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of C-III ASSET MANAGEMENT LLC (the “Special
Servicer”) as Special Servicer under that certain Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), entered
into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”),
C-III Asset Management LLC, as special servicer (the “Special
Servicer”), U.S. Bank 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 Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.           Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as
applicable, for inclusion in these reports;


 


2.           Based
on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by these reports;


 


3.           I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing
the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance
certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


 


4.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with


 






    	 	Exhibit Z-3-1	 



     


    

 


respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.           The
report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with
respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form
10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in
such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:       


 


	 	Special Servicer
	 	 
	 	By:	 
	 	 	Name:
Title:





 




    	 	Exhibit Z-3-2	 



     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (The “Trust”)


 


The undersigned, __________,
a __________ of U.S. BANK NATIONAL ASSOCIATION, on behalf of U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer (the
“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 [______], Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:       


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
Title:





 




    	 	Exhibit Z-4-1	 



     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (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 February 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer (the
“Special Servicer”), U.S. Bank 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 the Operating Advisor and as the asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of
Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:


 


1.                          Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the
Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted by the Operating
Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these
reports;


 


2.                          Based
on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by these reports;


 


3.                          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 



    	 	Exhibit Z-5-1	 



     


    




 


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,

as Operating Advisor
	 	 
	 	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 Z-5-2	 



     


    


 



Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (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 February 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), C-III Asset
Management LLC, as special servicer (the “Special Servicer”), U.S. Bank 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 [______], Banc of
America Merrill Lynch Commercial Mortgage Inc. and its officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit Z-6-1



    	 



    

 





Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C28 (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 February 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), C-III Asset Management LLC, as special servicer (the “Special Servicer”), U.S. Bank 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 the operating advisor and as the Asset Representations Reviewer,
on behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending
[December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Asset Representations
Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form
10-D or Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively,
the “Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations
Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in
these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer
Periodic Information contained in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these reports.



 



    	Exhibit Z-7-1



    	 



    

 





Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 
	 	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 Z-7-2



    	 



    

 





EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or 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 

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator 

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer 

        Special
        Servicer

        Custodian (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator 

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 



    	Exhibit AA-1



    	 



    

 

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
Servicer

Special Servicer

         

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
Servicer

Special Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
Servicer

Special Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
                                         Administrator

                                                                                                                                 

        Master
Servicer

Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer



 





 



 


1 Only to the extent that the
Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 



    	Exhibit AA-2



    	 



    

 


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 



    	Exhibit AA-3



    	 



    

 





EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2016-C28 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the 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
1121(a)(13) of Regulation AB

         
	  ·      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 (with respect to Item 1121(d) of Regulation AB only) 

	
        Item 2: Legal Proceedings:

         

        ·      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 

	
        ·      Master
        Servicer (as to itself)

         

        ·      Special
        Servicer (as to itself)





 



    	Exhibit BB-1



    	 



    

 


	requires disclosure
            only of proceedings described therein that are material to security holders)

	
        ·      Certificate
        Administrator (as to itself)

         

        ·      Trustee
        (as to itself)

         

        ·      Depositor
        (as to itself)

         

        ·      Operating
        Advisor (as to itself)

         

        ·      Any
        other Reporting Servicer (as to itself)

         

        ·      Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·      Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·      Originators
        under Item 1110 of Regulation AB

         

        ·      Party
        under Item 1100(d)(1) of Regulation AB


    
	Item 3: Sale of Securities and Use of Proceeds



	·      Depositor
	Item 4: Defaults Upon Senior Securities



	·      Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders



	·      Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·      Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO

	
        ·      Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·      Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 



    	Exhibit BB-2



    	 



    

 


	
            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 DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·      Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·      Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        ·      Master
        Servicer (with respect to the balance of the Collection Account as of the related





 



    	Exhibit BB-3



    	 



    

 


	 	
            Distribution Date and the preceding Distribution
        Date)

        ·      Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ·      Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)


	
        Item 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, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.


	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party

	·      The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 



    	Exhibit BB-4



    	 



    

 


	
            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.

        
	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	·      Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	·      Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	·      Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	·      Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·      Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.



 



    	Exhibit BB-5



    	 



    

 






 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master
Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series
2016-C28 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the 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
	Item 9B: Other Information, but only to the extent of any information that meets all the following conditions:	·	Certificate Administrator,
    Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
    with respect to such information pursuant to Exhibit DD.
	(a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,	 	 
	 	 	 
	(b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and	 	 
	 	 	 
	(c) such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 	 


 



    		Exhibit CC-1	



    	 



    

 





	 	 	 	 
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:	·	The applicable
    Mortgage Loan Seller.
	 	 	 	 
	·  	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”.	 	 
	 	 	 	 
	Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:	·	The Depositor
	 	 	 	 
	·  	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”.	 	 


 



    		Exhibit CC-2	



    	 



    

 


	 	 	 	 
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:	·	Master
    Servicer (excluding information for which the Special Servicer is the “Party Responsible”)
	·  	Item
    1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:	 	 
	  	·	Special Servicer (as to Specially
    Serviced Loans and REO Properties)
	(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”.
	 	 
	
        Instruction J(2)(c) (Significant Enhancement Provider
Information):
	 	 
	 	 	 	 
	·  	Items 1114(b)(2) and 1115(b) of Regulation AB	·	Depositor


  



    		Exhibit CC-3	



    	 



    

 


	 	 	 	 
	Instruction J(2)(d) (Legal Proceedings):	·	Master Servicer (as to itself)
	 	 	 	 
	·  	Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	·	Special Servicer (as to itself)
	 	 	·	Certificate Administrator (as to itself)
	 	 	 	 
	 	 	·	Trustee (as to itself)
	 	 	 	 
	 	 	·	Depositor (as to itself)
	 	 	 	 
	 	 	·	Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)
	 	 	 	 
	 	 	·	Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)
	 	 	 	 
	 	 	·	Originators under Item 1110 of Regulation AB
	 	 	 	 
	 	 	·	Party under Item 1100(d)(1) of Regulation AB
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

        
	·	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)).
	1119(a) of Regulation AB,	·	Special Servicer
	 	 	·	Certificate Administrator
	
        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”.

         
	·	Trustee (as to itself) (only as to affiliations under Item 1119(a) with the Master Servicer, Certificate Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).
	·	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
	and	 	 	 
	 	 	 	 
	·  	1119(b) of Regulation AB,	 	 


 









    		Exhibit CC-4	



    	 



    

 


	 	 	 	 
	
        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-C28 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
	 	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 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.
	·  	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 2016-C28 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if


 






    		Exhibit CC-5	



    	 



    

  


	 	 	 	 
	it was previously reported as “Additional Form 10-K Disclosure”.	 	 
	Instruction J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:	·	The Depositor
	·	Each Mortgage Loan Seller
	 

                                                                                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 2016-C28 transaction) between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was	 	 


 






    		Exhibit CC-6	



    	 



    

 


	 	 	 	 
	previously reported as “Additional Form 10-K Disclosure”.	 	 
	 	 	 	 
	and	 	 	 
	 	 	 	 
	·  	1119(c) of Regulation AB,	 	 
	 	 	 	 
	
        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.
	 	 
	Item 15: Exhibits (no. 2):	·	Depositor
	 	 	 
	Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)		
	Item 15: Exhibits (no. 3):	·	Depositor
	 	 	 	 
	Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)	 	 


 






    		Exhibit CC-7	



    	 



    

 


	 	 	 	 
	Item 15: Exhibits (no. 4):	·	Certificate Administrator
	 	 	·	Depositor
	With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)		
	 	 	provided,
    in each case, that this shall in no event be construed to make such party responsible for the initial filing of this 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,  Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or
    that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item 15: Exhibits (no. 11):	·	Not Applicable
	 	 	 	 
	Statement regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 12):	·	Not Applicable
	 	 	 	 
	Statement regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 13):	·	Not Applicable
	 	 	 	 
	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)	 	 
	Item 15: Exhibits (no. 14):	·	Not
    Applicable
	 	 	 	 
	Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)	 	 




 






    		Exhibit CC-8	



    	 



    

 


	 	 	 	 
	
        Item 15: Exhibits (no. 16): 
	·	Not Applicable
	 	 	 
	Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 18):	·	Not Applicable
	 	 	 	 
	Letter re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 21):	·	Depositor.
	 	 	 	 
	Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 22):	·	Not Applicable
	 	 	 	 
	Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).	 	 
	Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:	·	Depositor.
	 	 	 	 
	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.		
	Item
    15: Exhibits (no. 23) – Part 2 of 2 Parts:	·	Master
    Servicer
	 	·	Special
    Servicer
	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.	·	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 CC-9	



    	 



    

 


	 	 	 	 
	Item 15: Exhibits (no. 24)	·	Certificate Administrator
	 	 	 	 
	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.	 	 
	Item 15: Exhibits (no. 31(i))	·	Not Applicable
	 	 	 	 
	Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).	 	 
	Item 15: Exhibits (no. 31(ii))	·	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.
	 	 
	Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	Item 15: Exhibits (no. 32)	·	Not Applicable.
	 	 	 	 
	Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).	 	 
	Item 15: Exhibits (no. 33)	·	Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	 	 
	Report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	Item 15: Exhibits (no. 34)	·	Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	 	 
	Attestation report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	
        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)	·	Depositor
	 	 	 	 
	Certification For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).	 	 


 


 






    		Exhibit CC-10	



    	 



    

 


	 	 	 	 
	Item
        15: Exhibits (no. 99) 
	·	Not Applicable.
	 	 	 
	Additional
    exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 	 
	Item
    15: Exhibits (no. 100)	·	Not Applicable.
	 	 	 	 
	XBRL-Related
    Documents (Exhibit No. 100 of Item 601 of Regulation S-K).	 	 
	Item
    15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·	Certificate
    Administrator and Depositor, in each case only to the extent that such party is the “Party     Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master     Servicer, the
    Trustee or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any
    exhibits to a Form 10-K).
	Item
    15: Exhibit (no. 101)	Not Applicable
	 	 
	Interactive
    Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	 	 
	Item
    15: Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor]


		 	 
	

                                                                                Item
                                         15: Exhibit (no. 103)


                                                                                

Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        [Depositor]

       
		 	 


 



    		Exhibit CC-11	



    	 



    


 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller.
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2016-C28 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.  


	 	 	 
	Item on Form 8-K	Party Responsible
	Item 1.01: Entry into a Material Definitive Agreement	·	Depositor, except as described in the next bullet (it being
    acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which the registrant or a subsidiary
    thereof is a party). 
	 	 	 
	 	·	Certificate Administrator, Trustee,
    Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K requires disclosure
    regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities transaction,
    even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement


  






    		Exhibit DD-1	



    	 



    

 


	 	 	 	 
	 	 	that satisfies all the following
                                         conditions: (a) such amendment or definitive agreement relates to the Trust or one or
                                         more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement
                                         is an amendment or definitive agreement to which such party (or a subcontractor or vendor
                                         engaged by such party) is a party or that such party (or a subcontractor or vendor engaged
                                         by such party) has caused to have been executed on behalf of the Trust; provided,
                                         however, that the Certificate Administrator shall be the “Party Responsible”
                                         in connection with any amendment to this Pooling and Servicing Agreement. 



	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·	Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·	Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	·	Depositor	 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	·

·	Depositor

Certificate
Administrator	 


 






    		Exhibit DD-2	



    	 



    

 


	 	 	 
	Item 3.03: Material Modification to Rights of Security Holders	·	Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·	Depositor
	Item 6.01: ABS Informational and Computational Material	·	Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	·

·	Trustee (as to itself) 

Depositor
	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	·

·	Certificate Administrator 

Master Servicer or Special Servicer, as the case may be (in each case, as to itself)
	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	·

·

·

·	Master Servicer (as to a party appointed by the Master Servicer) 

Special Servicer 

Certificate Administrator 

Depositor
	Item 6.03: Change in Credit Enhancement or External Support	·

·	Depositor 

Certificate Administrator
	Item 6.04: Failure to Make a Required Distribution	·	Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	·	Depositor
	Item 7.01: Regulation FD Disclosure	·	Depositor
	Item 8.01: Other Events	·	Depositor
	Item 9.01(d): Exhibits (no. 1):	·	Not applicable
	 	 	 
	Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 2):	·	Depositor
	 	 	 
	Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 3):	·	Depositor
	 	 	 
	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):	·	Certificate Administrator
	 	 	 
	With respect to instruments defining the 	provided,
    in each case, that this shall in no


  



    		Exhibit DD-3	



    	 



    

 


	 	 	 
	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	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):	·	Not Applicable
	 	 	 
	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)	 	 
	Item 9.01(d): Exhibits (no. 14):	·	Not Applicable
	 	 	 
	Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 16):	·	Not Applicable
	 	 	 
	Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 17):	·	Not Applicable
	 	 	 
	Correspondence on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 20):	·	Not Applicable
	 	 	 
	Other documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)	 	 
	Item 9.01(d): Exhibits (no. 23):	·	Depositor
	 	 	 
	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.	 	 
	Item 9.01(d): Exhibits (no. 24)	·	Certificate Administrator
	 	 	 
	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.	 	 
	Item 15: Exhibits (no. 99)	·	Not Applicable.


 






    		Exhibit DD-4	



    	 



    

 


	 	 	 
	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 	 
	Item 15: Exhibits (no. 100)	·	Not Applicable.
	 	 	 
	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).	 	 




 






    		Exhibit DD-5	



    	 



    

 



 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Corporate Trust Services (CMBS) (CMBS)

Banc of America Merrill Lynch Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-C28—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 February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association,
as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, the undersigned, as [ ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [         ], phone number: [         ]; email address: [         ].


 








	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc:  Depositor	 	 
	 	 	 







    	Exhibit EE-1



    	 



    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


1.     NRC
Group, Inc.


 


2.     Northmarq
Capital, LLC


 


3.     Berkadia
Commercial Mortgage LLC


 


4.     Grandbridge
Real Estate Capital LLC


 


5.     Barry
S. Slatt Mortgage Company


 


6.     Preferred
Capital Advisors, Inc.


 


7.     PFG
Servicing Corporation


 


8.     Phillips
Realty Capital Corporation


 


9.     GEMSA
Loan Services, L.P.


 


10.    Holliday
Fenoglio Fowler, L.P.


 






    	Exhibit FF-1



    	 



    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 






    	Exhibit GG-1



    	 



    

 





EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 (the
“Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [C-III Asset Management LLC, as Special
Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [U.S. Bank National Association, as Trustee] (the
“Certifying Servicer”), certify to Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision)
                                         have reviewed the Certifying Servicer’s activities [during the preceding calendar
                                         year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review,
                                         the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Reporting Period.
                                         [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations
                                         under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE
                                         AND STATUS THEREOF]].



 


Date:_____________________________________________


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer]

[C-III ASSET MANAGEMENT LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION as certificate administrator]

[U.S. BANK NATIONAL ASSOCIATION, as 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]


 


 





	By: 	 	 
	 	Name:	 
		Title:	 


 


 



    	Exhibit HH-1



    	 



    




 





  


 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1] (the
“Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 





1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 


    	Exhibit II-1



    	 



    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 


	 	[Name of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






          



    	Exhibit II-2



    	 



    




 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.





900 7th Street, NW, Suite 820





Washington, DC 20001 





Attn: Stephen M. Renna


 





or by wire transfer to:


 





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





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 



    	Exhibit JJ-1



    	 



    

 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL

INDEBTEDNESS NOTIFICATION


 


VIA E-MAIL: 


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 


Ref: MSBAM 2016-C28, 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	MSBAM 2016-C28	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	MSBAM 2016-C28	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$

        	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	MSBAM 2016-C28	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit KK-1



    	 



    

 


EXHIBIT
LL


 


[RESERVED]


 






    	Exhibit LL-1



    	 



    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


            CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) MSBAM 2016-C28—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 February 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo Bank,
National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee,
Wells Fargo Bank, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, the undersigned, as [          ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	Beginning
        Balance as of 

        

        MM/DD/YYYY 
	Ending
        Balance as of 

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 


    	Exhibit MM-1



    	 



    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [          ], phone number: [          ]; email address: [          ].


 











	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc: Depositor	 	 





 



    	Exhibit MM-2



    	 



    


 

EXHIBIT NN


 


Form
of notice of purchase of controlling class certificate


 


[Date]


 


Wells Fargo Bank, National Association

            as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSBAM 2016-C28


 


Wells Fargo Bank, National Association

            as Master Servicer


Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager

Telecopy Number: (704) 715-0036


 


C-III Asset Management LLC

            as Special Servicer


5221 N. O’Connor Blvd., Suite 600

Irving, TX 75039

Fax Number: (972) 868-5490

Attention: Lindsey Wright

MSBAM 2016-C28


 


Park Bridge Lender Services LLC

            as Operating Advisor and Asset Representations Reviewer

41 Watchung Plaza, Suite 250


Montclair, New Jersey 07042


Attention: MSBAM 2016-C28 Surveillance Manager

(with a copy sent contemporaneously

via email to cmbs.notices@parkbridgefinancial.com)


 



    	Exhibit NN-1



    	 



    

 





Re:          Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2016, by and among Banc of America Merrill Lynch Commercial Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, U.S. Bank National Association, as Trustee, Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor


 


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 NN-2



    	 



    

 



	 	Very truly yours,
	 	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit NN-3



    	 



    

 



 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust
2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (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 by the Special Servicer, and is hereby issuing the following Asset
Review Report.


 


		1.	As described in the detailed scorecard attached hereto
as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer
of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence
or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding
this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    	 	Exhibit OO-1 	 



     


    

 





	 	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


 


Detailed Scorecard

[Template Example Below]


 


	
        Test failures

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 


 

    	 	Exhibit OO-3 	 



     


    



 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust
2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


Ladies and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (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 by the Special Servicer, and is hereby issuing the following Asset
Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto
as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer
of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence
or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding
this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further
action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    	 	
        Exhibit PP-1 
	 



     


    

  








	 	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 A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 

    	 	
        Exhibit PP-2 
	 



     


    


 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of
the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representation Reviewer’s
responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and
Inventory of Review Materials


 


		Step 1	Asset
Representations Reviewer (“ARR”) receives the following items before beginning its review from the parties
specified in Section 12.01 of the Pooling and Servicing Agreement:



 


		§	Notice of Asset Review Trigger (with attachments)



 


		§	Asset Review Vote Election



 


		§	Notice of Affirmative Asset Review Vote



 


		§	List of all Delinquent Loans subject to the Asset Review



 


		§	Review Materials for each Delinquent Loan via Secure
Data Room access, including the Diligence File



 


		§	Any Unsolicited Information (if applicable)



 


	Step 2		For
each Delinquent 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 Delinquent Loan are missing, using the list of documents in the definition of the Mortgage
File in this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Delinquent Loan, to guide its review and determination



 


	Step 3		If
ARR determines that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing
any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents
and notify Master Servicer (with respect to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced
Loans) or applicable Mortgage Loan Seller of such missing documents. If the Master Servicer or Special Servicer, as applicable,
does not provide such document as provided in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan
Seller of such missing information



 






    	 	
        Exhibit QQ-1 
	 



     


    

 


Analysis and Testing of Representations
and Warranties


 


	Step 4		For each Delinquent Loan for which ARR has received all Review Materials required
to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each representation and
warranty made by the related Mortgage Loan Seller with respect to such Delinquent 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 Delinquent Loan, the information contemplated herein with respect to each representation
and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 




    	 	
        Exhibit QQ-2 
	 



     


    

 


EXHIBIT RR


 


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 - MSBAM 2016-C28


Email:      trustadministrationgroup@wellsfargo.com


 


Attention:    Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28


 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Banc of America Merrill Lynch Commercial Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer,
U.S. Bank National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of [________________________].



 


		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 RR-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: _______


 


[Banc of America Merrill Lynch
Commercial Mortgage 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 RR-2 
	 



     


    

 



 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager	
        Park Bridge Lender
Services LLC 

        41 Watchung Plaza,
Suite 250 

        Montclair, New Jersey
07042 

        Attention: MSBAM 2016-C28 Surveillance
Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

	 	 
	
        C-III Asset Management LLC

        

        5221 N. O’Connor Blvd.,
        Suite 600

        

        Irving, Texas 75039

        

        Attention: Lindsey Wright

        

        MSBAM 2016-C28
	 
	 	 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28,
Commercial Mortgage Pass-Through Certificates, Series 2016-C28



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating
Advisor, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1.          _____
An additional Mortgage Loan has become a Delinquent Loan.


 


2.          _____
A Mortgage Loan has ceased to be a Delinquent Loan.


 


3.          _____
An Asset Review Trigger has ceased to exist.


 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    	Exhibit SS-1



    	 



    



	 	 	 
	 	 Wells Fargo Bank, National Association, as
	 	 	 Certificate Administrator for the Holders of
	 	 	 the Morgan Stanley Bank of America
	 	 	 Merrill Lynch Trust 2016-C28, Commercial
	 	 	 Mortgage Pass-Through Certificates, Series
	 	 	 2016-C28
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]






  









    	Exhibit SS-2



    	 



    

 


EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Banc of America Merrill Lynch Commercial Mortgage Inc.





One Bryant Park





New York, New York 10036





Attention: Leland F. Bunch, III


 


	 	Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”) and executed in connection with the issuance of the Certificates. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.           The Transferor is
the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.           Neither the Transferor nor anyone acting
on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or
accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in
the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition
of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require
registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.


 









    	Exhibit TT-1-1



    	 



    

 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 









    	Exhibit TT-2-2



    	 



    

 


EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Banc of America Merrill Lynch Commercial Mortgage Inc.


One Bryant Park


New York, New York 10036


Attention: Leland F. Bunch, III


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing

MAC D1086-120


550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager


Facsimile: (704) 715-0036


 


	 	Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”) and executed in connection with the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.           The Transferee is
acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.           The Transferee understands that (a)
the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under
any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar
is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold
or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable
state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and
(A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit TT-1
to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from
the prospective transferee substantially in the form attached as Exhibit TT-2 to the Pooling and Servicing Agreement.


 






    	Exhibit TT-2-1



    	 



    

 


3.           The Transferee understands
that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the
provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.           Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.           The Transferee has
been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters that it has requested.


 


6.           The Transferee is (a) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor”
as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the
equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee
is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.           The Transferee agrees
(i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made
available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of
any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order
or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or
has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such
holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing
Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such
information confidential, not to use or disclose such information in any manner which could result in a violation of any provision
of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates


 



    	Exhibit TT-2-2



    	 



    

 


pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’
auditors, legal counsel and regulators.


 


8.           The Transferee acknowledges
that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as
set forth in Section 3.11 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the
extent provided in the Pooling and Servicing Agreement.


 








	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	
        cc:

         
	
        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street

        TW-30

        Charlotte, North Carolina 28288-0630

        Attention: Commercial Mortgage Servicing Legal Support

        Reference: MSBAM 2016-C28

        Facsimile: (704) 383-0353

	 	 	 	 





    	Exhibit TT-2-3



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Penn Square Mall



 


		2.	Ellenton Premium Outlets



 


		3.	GLP Industrial Portfolio A



 


		4.	Princeton Pike Corporate Center



 


		5.	Le Meridien Cambridge MIT



 


		6.	University West Apartments



 









    	Schedule 1-1



    	 



    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See Annex E to the Prospectus.


 





 






    	Schedule 2-1



    	 



    

 


Schedule
3


 


Mortgage
Loans With a “Performance”, “Earn-Out” or “Holdback” Escrow or a Reserve exceeding 10% of the
Initial Principal Balance


 


None.


 





 






    	Schedule 3-1



    	 



    

 


Schedule
4


 


Mortgage
Loans Subject to a Franchise Agreement


 


Marriott - Albuquerque, NM


Le Meridien Cambridge MIT


DoubleTree by Hilton - Cleveland, OH


Holiday Inn - La Mesa, CA


Courtyard - Conyers, GA


Holiday Inn Express - Orlando, FL


Holiday Inn Express & Suites - Pensacola,
FL


La Quinta - Norfolk, VA


Best Western Blue Angel Inn - Pensacola,
FL


 






    	Schedule 4-1



    	 



    

 


Schedule
5


 


Mortgage
Loans With a Letter of Credit


 


None.


 



    	Schedule 5-1