Exhibit 4.2 


 


EXECUTION VERSION












	 


 


MORGAN
STANLEY CAPITAL I INC.,

as Depositor


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


CWCapital
Asset Management LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 





 



  


POOLING
AND SERVICING AGREEMENT


 


Dated
as of August 1, 2016


 


 






 





Morgan
Stanley Capital I Trust 2016-UBS11,

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11





	 



 




    	 		 



     


    

 


TABLE
OF CONTENTS








	 	 	 	 	 
	 	 	Page
	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	117
	 	 	 	 	 
	ARTICLE
    II
	 	 	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	 	Conveyance
    of Mortgage Loans	 	118
	Section 2.02	 	Acceptance
    by Trustee	 	124
	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	 	129
	Section 2.04	 	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	 	145
	Section 2.05	 	Creation
    of the Grantor Trust	 	146
	 	 	 	 	 
	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	 	146
	Section 3.02	 	Collection
    of Mortgage Loan Payments	 	155
	Section 3.03	 	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	161
	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, and the Gain-on-Sale Reserve Account	 	166
	Section 3.05	 	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	172
	Section 3.06	 	Investment
    of Funds in the Collection Account and the REO Account	 	183
	Section 3.07	 	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	185
	Section 3.08	 	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	190



 






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	Section 3.09	 	Realization
    Upon Defaulted Loans and Companion Loans	 	195
	Section 3.10	 	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	 	199
	Section 3.11	 	Servicing
    Compensation	 	200
	Section 3.12	 	Inspections;
    Collection of Financial Statements	 	208
	Section 3.13	 	Access
    to Certain Information	 	212
	Section 3.14	 	Title
    to REO Property; REO Account	 	225
	Section 3.15	 	Management
    of REO Property	 	227
	Section 3.16	 	Sale
    of Defaulted Loans and REO Properties	 	229
	Section 3.17	 	Additional
    Obligations of Master Servicer and Special Servicer	 	236
	Section 3.18	 	Modifications,
    Waivers, Amendments and Consents	 	239
	Section 3.19	 	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	249
	Section 3.20	 	Sub-Servicing
    Agreements	 	255
	Section 3.21	 	Interest
    Reserve Account	 	259
	Section 3.22	 	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer.	 	259
	Section 3.23	 	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	259
	Section 3.24	 	Intercreditor
    Agreements	 	264
	Section 3.25	 	Rating
    Agency Confirmation	 	266
	Section 3.26	 	The
    Operating Advisor	 	268
	Section 3.27	 	Companion
    Paying Agent	 	277
	Section 3.28	 	Companion
    Register	 	277
	Section 3.29	 	Certain
    Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	278
	Section 3.30	 	[RESERVED]	 	279
	Section 3.31	 	[RESERVED]	 	279
	Section 3.32	 	[RESERVED]	 	279
	Section 3.33	 	Delivery
    of Excluded Information to the Certificate Administrator	 	279
	 	 	 	 	 
	ARTICLE
    IV
	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	280
	Section 4.02	 	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	290
	Section 4.03	 	P&I
    Advances	 	296
	Section 4.04	 	Allocation
    of Realized Losses	 	299
	Section 4.05	 	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	 	300
	Section 4.06	 	Grantor
    Trust Reporting	 	305
	Section 4.07	 	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	306
	Section 4.08	 	Secure
    Data Room	 	309


 


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ARTICLE
V


 


THE
CERTIFICATES


 


	Section 5.01	 	The
    Certificates	 	311
	Section 5.02	 	Form
    and Registration	 	311
	Section 5.03	 	Registration
    of Transfer and Exchange of Certificates	 	313
	Section 5.04	 	Mutilated,
    Destroyed, Lost or Stolen Certificates	 	321
	Section 5.05	 	Persons
    Deemed Owners	 	322
	Section 5.06	 	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	322
	Section 5.07	 	Maintenance
    of Office or Agency	 	323
	Section 5.08	 	Appointment
    of Certificate Administrator	 	324
	Section 5.09	 	[RESERVED]	 	324
	Section 5.10	 	Voting
    Procedures	 	324
	 	 	 	 	 
	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	 	326
	Section 6.02	 	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	332
	Section 6.03	 	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	 	332
	Section 6.04	 	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	 	334
	Section 6.05	 	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	339
	Section 6.06	 	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	340
	Section 6.07	 	The
    Master Servicer and the Special Servicer as Certificate Owner	 	341
	Section 6.08	 	The
    Directing Certificateholder	 	341
	 	 	 	 	 
	ARTICLE
    VII
	 	 	 	 	 
	SERVICER
    TERMINATION EVENTS
	 	 	 	 	 
	Section 7.01	 	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	347


 


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	Section 7.02	 	Trustee
    to Act; Appointment of Successor	 	355
	Section 7.03	 	Notification
    to Certificateholders	 	357
	Section 7.04	 	Waiver
    of Servicer Termination Events	 	358
	Section 7.05	 	Trustee
    as Maker of Advances	 	358
	 	 	 	 	 
	ARTICLE
    VIII
	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 		 	 
	Section 8.01	 	Duties
    of the Trustee and the Certificate Administrator	 	359
	Section 8.02	 	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	360
	Section 8.03	 	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	363
	Section 8.04	 	Trustee
    or Certificate Administrator May Own Certificates	 	363
	Section 8.05	 	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	363
	Section 8.06	 	Eligibility
    Requirements for Trustee and Certificate Administrator	 	365
	Section 8.07	 	Resignation
    and Removal of the Trustee and Certificate Administrator	 	366
	Section 8.08	 	Successor
    Trustee or Certificate Administrator	 	368
	Section 8.09	 	Merger
    or Consolidation of Trustee or Certificate Administrator	 	369
	Section 8.10	 	Appointment
    of Co-Trustee or Separate Trustee	 	369
	Section 8.11	 	Appointment
    of Custodians	 	370
	Section 8.12	 	Representations
    and Warranties of the Trustee	 	371
	Section 8.13	 	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	372
	Section 8.14	 	Representations
    and Warranties of the Certificate Administrator	 	372
	Section 8.15	 	Compliance
    with the PATRIOT Act	 	373
	 	 	 	 	 
	ARTICLE
    IX
	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	 	374
	Section 9.02	 	Additional
    Termination Requirements	 	377
	 	 	 	 	 
	ARTICLE
    X
	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 	 	 
	Section 10.01	 	REMIC
    Administration	 	378
	Section 10.02	 	Use
    of Agents	 	382
	Section 10.03	 	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	382
	Section 10.04	 	Appointment of REMIC Administrators	 	382


 


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	ARTICLE
    XI
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 11.01	 	Intent
    of the Parties; Reasonableness	 	383
	Section 11.02	 	Succession;
    Subcontractors	 	384
	Section 11.03	 	Filing
    Obligations	 	386
	Section 11.04	 	Form
    10-D Filings	 	387
	Section 11.05	 	Form
    10-K Filings	 	390
	Section 11.06	 	Sarbanes-Oxley
    Certification	 	393
	Section 11.07	 	Form
    8-K Filings	 	395
	Section 11.08	 	Form
    15 Filing	 	397
	Section 11.09	 	Annual
    Compliance Statements.	 	397
	Section 11.10	 	Annual
    Reports on Assessment of Compliance with Servicing Criteria	 	398
	Section 11.11	 	Annual
    Independent Public Accountants’ Attestation Report	 	401
	Section 11.12	 	Indemnification	 	402
	Section 11.13	 	Amendments	 	405
	Section 11.14	 	Regulation
    AB Notices	 	405
	Section 11.15	 	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	405
	Section 11.16	 	[RESERVED]	 	410
	Section 11.17	 	Impact
    of Cure Period	 	411
	 	 	 	 	 
	ARTICLE
    XII
	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 	 	 	 	 
	Section 12.01	 	Asset
    Review	 	411
	Section 12.02	 	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	417
	Section 12.03	 	Resignation
    of the Asset Representations Reviewer	 	418
	Section 12.04	 	Restrictions
    of the Asset Representations Reviewer	 	419
	Section 12.05	 	Termination
    of the Asset Representations Reviewer	 	419
	 	 	 	 	 
	ARTICLE
    XIII
	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 	 	 
	Section 13.01	 	Amendment	 	422
	Section 13.02	 	Recordation
    of Agreement; Counterparts	 	426
	Section 13.03	 	Limitation
    on Rights of Certificateholders	 	426
	Section 13.04	 	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	 	427
	Section 13.05	 	Notices	 	428
	Section 13.06	 	Severability
    of Provisions	 	433
	Section 13.07	 	Grant
    of a Security Interest	 	433


 


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	Section 13.08	 	Successors
    and Assigns; Third Party Beneficiaries	 	433
	Section 13.09	 	Article
    and Section Headings	 	434
	Section 13.10	 	Notices
    to the Rating Agencies	 	434









 





	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (other than Class V and Class R Certificates)
	EXHIBIT A-2	Form of Class V Certificate
	EXHIBIT A-3	Form of Class R 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 V Certificates and Class R 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
	EXHIBIT Q-1	Initial Custodian Certification/Exception Report



 






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	EXHIBIT Q-2	Final Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special Servicer
	EXHIBIT S	Initial Companion Holders of Serviced Companion Loans
	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	[RESERVED]
	EXHIBIT MM	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	Form of Asset Review Report
	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
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans with Franchise Agreements that Require Notice




 






    -vii-


     

    





 


This Pooling and Servicing Agreement
is dated and effective as of August 1, 2016, between Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


In addition, the parties intend that
the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets shall be treated as a grantor trust under
subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor Trust”). Solely
for tax purposes, the Class V Certificates shall represent undivided beneficial interests in the Grantor Trust. 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 LE, Class LF and Class LG 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
	 	
        Pass-Through Rate 
	 	
        Original Lower-Tier

Principal Amount 

	Class LA1	 	(1)	 	$	  42,100,000	 
	Class LA2	 	(1)	 	$	  60,300,000	 
	Class LASB	 	(1)	 	$	    55,900,000	 
	Class LA3	 	(1)	 	$	   170,000,000	 
	Class LA4	 	(1)	 	$	    175,531,000	 
	Class LAS	 	(1)	 	$	  60,280,000	 
	Class LB	 	(1)	 	$	   34,189,000	 
	Class LC	 	(1)	 	$	   34,188,000	 
	Class LD	 	(1)	 	$	 36,888,000	 
	Class LE	 	(1)	 	$	   17,994,000	 
	Class LF	 	(1)	 	$	  7,198,000	 
	Class LG	 	(1)	 	$	   25,191,662	 
	Class LR	 	N/A(2)	 	N/A


 


 






		(1)	The
                                         Pass-Through 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 A-S, Class X-A, Class
X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class B, Class C, Class D, Class E, Class F and Class Class G Certificates, each
of which is a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the
uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and is represented by the Class R Certificates.


 


THE GRANTOR TRUST


 


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


 






    	 	-2-	 



     


    

 


THE CERTIFICATES


 


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


 


	
        Corresponding Certificates
	 	
        Approximate 

Initial Pass-

Through 

Rate
	 	
        Original

Certificate

Balance or

Notional Amount

	Class A-1 Certificates	 	1.445%	 	$42,100,000
	Class A-2 Certificates	 	2.416%	 	$60,300,000
	Class A-SB Certificates	 	2.606%	 	$55,900,000
	Class A-3 Certificates	 	2.531%	 	$170,000,000
	Class A-4 Certificates	 	2.782%	 	$175,531,000
	Class X-A Certificates	 	1.827%	 	$503,831,000(1)
	Class X-B Certificates	 	1.137%	 	$128,657,000(1)
	Class A-S Certificates	 	2.984%	 	$60,280,000
	Class B Certificates	 	3.136%	 	$34,189,000
	Class C Certificates	 	3.691%	 	$34,188,000
	Class X-D Certificates	 	0.849%	 	$36,888,000(1)
	Class X-E Certificates	 	1.500%	 	$17,994,000(1)
	Class X-F Certificates	 	1.500%	 	$7,198,000(1)
	Class X-G Certificates	 	1.500%	 	$25,191,662(1)
	Class D Certificates	 	3.500%	 	$36,888,000
	Class E Certificates	 	2.849%	 	$17,994,000
	Class F Certificates	 	2.849%	 	$7,198,000
	Class G Certificates	 	2.849%	 	$25,191,662
	Class V Certificates	 	N/A(2)	 	      N/A
	Class R Certificates	 	N/A(2)	 	      N/A


 





 






		(1)	No Class of the Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F or Class X-G Certificates will have a Certificate Balance; rather, each such Class
will accrue interest as provided herein on the related Notional Amount.



 


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



 


As of the close of business on the
Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on or before
such date, whether or not received, equal to $719,759,663.


 


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


 



    	 	-3-	 



     


    

 


and to the extent provided herein, any 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 Vertex Pharmaceuticals HQ Whole
Loan consists of the Vertex Pharmaceuticals HQ Mortgage Loan and the Vertex Pharmaceuticals HQ Non-Serviced Pari Passu Companion
Loans. The Vertex Pharmaceuticals HQ Mortgage Loan and the Vertex Pharmaceuticals HQ Non-Serviced Pari Passu Companion Loans are
pari passu with each other and will be serviced and administered in accordance with the WFCM 2016-BNK1 PSA and the Vertex
Pharmaceuticals HQ Intercreditor Agreement. The Vertex Pharmaceuticals HQ Mortgage Loan is part of the Trust Fund, and the Vertex
Pharmaceuticals HQ Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund.


 


The SSTII Self Storage Portfolio Whole
Loan consists of the SSTII Self Storage Portfolio Mortgage Loan and the SSTII Self Storage Portfolio Serviced Pari Passu Companion
Loan. The SSTII Self Storage Portfolio Mortgage Loan and the SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan are
pari passu with each other and will be serviced and administered in accordance with this Agreement and the SSTII Self Storage
Portfolio Intercreditor Agreement. The SSTII Self Storage Portfolio Mortgage Loan is part of the Trust Fund, and the SSTII Self
Storage Portfolio Serviced Pari Passu Companion Loan is not part of the Trust Fund.


 


The 132 West 27th Street Whole Loan
consists of the 132 West 27th Street Mortgage Loan and the 132 West 27th Street Serviced Pari Passu Companion Loan. The 132 West
27th Street Mortgage Loan and the 132 West 27th Street Serviced Pari Passu Companion Loan are pari passu with each other
and will be serviced and administered in accordance with this Agreement and the 132 West 27th Street Intercreditor Agreement. The
132 West 27th Street Mortgage Loan is part of the Trust Fund, and the 132 West 27th Street Serviced Pari Passu Companion Loan is
not part of the Trust Fund.


 


The Plaza Mexico - Los Angeles Whole
Loan consists of the Plaza Mexico - Los Angeles Mortgage Loan and the Plaza Mexico - Los Angeles Serviced Pari Passu Companion
Loans. The Plaza Mexico - Los Angeles Mortgage Loan and the Plaza Mexico - Los Angeles Serviced Pari Passu Companion Loans are
pari passu with each other and will be serviced and administered in accordance with this Agreement and the Plaza Mexico
- Los Angeles Intercreditor Agreement. The Plaza Mexico - Los Angeles Mortgage Loan is part of the Trust Fund, and the Plaza Mexico
- Los Angeles Serviced Pari Passu Companion Loans are not part of the Trust Fund.


 


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


 



    	 	-4-	 



     


    

 


Agreement. From and after the Sixty
Soho Companion Loan Securitization Date, the Sixty Soho Whole Loan will be serviced pursuant to the related Non-Serviced PSA and
the Sixty Soho Intercreditor Agreement.


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“30/360 Basis”:
Interest accrual on the basis of a 360-day year consisting of twelve (12) 30-day months.


 


“132 West 27th Street
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 25, 2016, by and between
the holder of the 132 West 27th Street Serviced Pari Passu Companion Loan and the holder of the 132 West 27th Street Mortgage
Loan, relating to the relative rights of such holders of the 132 West 27th Street Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“132 West 27th Street Mortgage
Loan”: With respect to the 132 West 27th Street Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-1 and A-2, and is pari
passu in right of payment with the 132 West 27th Street Serviced Pari Passu Companion Loan to the extent set forth in the 132
West 27th Street Intercreditor Agreement.


 


“132 West 27th Street Mortgaged
Property”: The Mortgaged Property that secures the 132 West 27th Street Whole Loan.


 


“132 West 27th Street Serviced
Pari Passu Companion Loan”: With respect to the 132 West 27th Street Whole Loan, as of the Closing Date, the pari passu
companion loan


 



    	 	-5-	 



     


    

 


evidenced by the related promissory note A-3, made by the related Mortgagor and secured by the Mortgage on the 132
West 27th Street Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the
132 West 27th Street Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 132 West
27th Street Intercreditor Agreement.


 


“132 West 27th Street Whole
Loan”: The 132 West 27th Street Mortgage Loan, together with the 132 West 27th Street Serviced Pari Passu Companion Loan,
each of which is secured by the same Mortgage on the 132 West 27th Street Mortgaged Property. References herein to the 132 West
27th Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 132 West 27th Street Mortgage Loan and
the 132 West 27th Street Serviced Pari Passu Companion Loan.


 


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


 


“Acceptable Insurance Default”:
With respect to any 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 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, 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


 



    	 	-6-	 



     


    

 


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 that accrue interest on an Actual/360 Basis.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative Cost Rate”:
As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to the sum of the Servicing
Fee Rate, any related Pari Passu Loan Primary Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate.


 






    	 	-7-	 



     


    

 


“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 ARD Loan, the anticipated maturity date set forth in the related Mortgage Note.


 


“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 by an Independent licensed MAI appraiser having at least five (5) years experience in appraising property of the same
type as, and in the same geographic area as, the Mortgaged Property being appraised, which appraisal complies with the Uniform
Standards of Professional Appraisal Practices and states the “market value” of the subject property as defined in 12
C.F.R. § 225.62.


 


“Appraisal Reduction Amount”:
For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any Appraisal Reduction Event has
occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence of a Consultation Termination Event,
in consultation with the Directing Certificateholder (except with respect to 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 (together with
information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 of this Agreement
reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described


 



    	 	-8-	 



     


    

 


below, equal to the excess
of (a) the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as applicable, over (b) the excess of (i) the
sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined by (x) one or more Appraisals obtained by
the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage
Loan) or Serviced Whole Loan 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 (y) an internal valuation performed by the Special Servicer with respect to such
Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan 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 Appraisals 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,
of (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, (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 (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, without limiting the Special Servicer’s obligation to order and obtain such Appraisal or
perform such valuation, if the Special Servicer has not obtained any required Appraisal or performed such valuation referred to
above, as applicable, within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events
set forth in clauses (i) and (vi) of the definition of “Appraisal Reduction Event,” within one hundred
twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case
of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount
shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole
Loan, as applicable, until such time as such Appraisal or valuation referred to above is received or performed 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.


 


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.


 






    	 	-9-	 



     


    

 


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 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, Serviced Companion Loan or Whole Loan, as applicable,
(ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or Companion Loan, as applicable, or
a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable (other than an extension of
the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion Loan, as applicable, by
the 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, 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


 



    	 	-10-	 



     


    

 


Property, the appraised value allocable thereto, as determined
pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


“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).


 


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


 


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


 


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


 


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


 


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


 


“Asset Review 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.


 






    	 	-11-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	 	-12-	 



     


    

 


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 any related Pari Passu Loan Primary Servicing Fee Rate).


 


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


 


(i)          all
Periodic Payments paid by the Mortgagors of the Mortgage Loans 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, unscheduled payments of interest, 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 (other than any of the foregoing amounts that constitute Balloon Payments received
on or prior to the related Remittance Date that constitute “Available Funds” in accordance with the penultimate paragraph
of Section 3.05(a));


 


(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;


 






    	 	-13-	 



     


    

 


(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 received from the REO Account allocable
to the Mortgage Loans and on deposit in the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


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


 






    	 	-14-	 



     


    

 


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


 


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


 


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


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, the holder of a mezzanine loan that has accelerated the related mezzanine
loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration
under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender and (iii) such mezzanine
lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral
under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure
the related mezzanine loan, or any Borrower Party Affiliate.


 


“Borrower Party Affiliate”:
With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has accelerated the related
mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic
acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender and
(iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure
of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral
pledged to secure the related mezzanine loan, (a) any other Person controlling or controlled by or under common control with such
borrower, Mortgagor, manager or mezzanine 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 mezzanine lender, as applicable. For purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Breach”: With respect
to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in 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 New York or any of the jurisdictions in which
any of the respective primary servicing or corporate offices of either the Master Servicer or Special Servicer, the


 



    	 	-15-	 



     


    

 


Corporate Trust
Office of either the Certificate Administrator or the Trustee or the primary corporate office of any financial institution holding
the Collection Account or other trust administration accounts are located, or the New York Stock Exchange or the Federal Reserve
System of the United States of America, are authorized or obligated by law or executive order to remain closed.


 


“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-UBS11, 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/Trustee
Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities
under this Agreement.


 


“Certificate Administrator/Trustee
Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate equal to 0.00834% 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.


 


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


 


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


 


“Certificate Factor”:
With respect to any Class of Certificates (other than the Class V and Class R 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


 



    	 	-16-	 



     


    

 


books of a Depository Participant or on the books of an indirect participating brokerage firm for which
a Depository Participant acts as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, 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, with respect to actions relating to any Mortgage Loan, (x) 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 (y) 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, 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, that the parties hereto shall be required to recognize as a “Holder” or


 



    	 	-17-	 



     


    

 


“Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier
Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder Quorum”:
The Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account, 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.


 


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


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-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-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-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-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-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.


 






    	 	-18-	 



     


    

 


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


 


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


 


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


 


“Class 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.


 






    	 	-19-	 



     


    

 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-20-	 



     


    

 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-3 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-2 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.


 


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


 


“Class X Pass-Through Rate”:
With respect to (i) each Class of Class X Certificates (other than the Class X-E, Class X-F and Class X-G Certificates), for any
Distribution Date, the excess, if any of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted
average of the Pass-Through Rates on the Underlying Classes of Principal Balance Certificates for such Distribution Date, weighted
on the basis of their respective Certificate Balances immediately prior to such Distribution Date (or, with respect to any Class
of Class X Certificates with one Underlying Class of Principal Balance Certificates, the Pass-Through Rate of such Underlying Class
for such Distribution Date), and (ii) each Class of the Class X-E, Class X-F and Class X-G Certificates, for any Distribution Date,
a per annum rate equal to 1.500%.


 


“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
the Class A-4 Certificates.


 


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


 


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


 






    	 	-21-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X YM Subordinate 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”:
August 25, 2016.


 


“CMBS”: Commercial
mortgage-backed securities.


 


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


 


“Collateral Deficiency Amount”:
With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB
Modified


 



    	 	-22-	 



     


    

 


Loan (taking into account the related junior note(s) and any pari passu notes included therein, as well as any
equity interests or other obligations senior thereto), over (ii) the sum of (in the case of a Whole Loan, solely to the extent
allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties,
plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or
otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed
by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan
for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage
Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received
by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding
clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special Servicer or
Master Servicer, as the case may be, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s, as the case may be, calculation or determination of any Collateral
Deficiency Amount.


 


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Intercreditor Agreement and taking into account that each Serviced Companion Loan is subordinate or pari passu, as applicable,
to the related Serviced Pari Passu 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 beginning with the day after the Determination
Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing
immediately following the Cut-off Date) and ending with the Determination Date occurring in the month in which such Distribution
Date occurs.


 


“Commission”: The
Securities and Exchange Commission.


 


“Communication Request”:
As defined in Section 5.06(b)(ii).


 


“Companion Distribution Account”:
With respect to any Serviced Companion Loan, the separate account or subaccount of the Collection Account created and maintained
by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion


 



    	 	-23-	 



     


    

 


Holders, which shall be entitled
“Midland Loan Services, a Division of PNC 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 Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 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)”:
Any Serviced Companion Loan or Non-Serviced Companion Loan.


 


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


 


“Companion Paying Agent”:
With respect to the Serviced Companion Loans, if any, the 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.


 


“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 0.0025% 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


 



    	 	-24-	 



     


    

 


Prepayment Interest
Shortfall occurs with respect to a Mortgage Loan or related Serviced Pari Passu Companion 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 or Serviced Pari Passu Companion Loan,
otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


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


 


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


 


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


 


“Control Termination Event”:
The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class E Certificates
becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of
the rights of


 



    	 	-25-	 



     


    

 


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 a Control Termination Event shall be deemed not continuing
in the event that the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


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


 


“Corporate Trust Office”:
The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479 0113; and (ii) with respect to the Trustee and the Certificate Administrator at 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, MSC 2016-UBS11 (with a copy by facsimile to (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


 



    	 	-26-	 



     


    

 


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



 



    	 	-27-	 



     


    

 


Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


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


 


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


 


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


 


“CREFC® Intellectual
Property Royalty License Fee”: With respect to each Serviced Mortgage Loan and successor REO 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


 



    	 	-28-	 



     


    

 


Modification/Forbearance and
Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment
Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion
Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package
shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package
shall include the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer
Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan
Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall
be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such
information and containing 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

 



    	 	-29-	 



     


    

 


time to time be recommended by the
CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-30-	 



     


    

 


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


 


“CREFC® 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 first Distribution Date as of which the Certificate Balances of the Subordinate Certificates (calculated without giving effect
to the Principal Distribution Amount on such Distribution Date) 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.


 






    	 	-31-	 



     


    

 


“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 “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(s) removed from the
Trust).


 


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


 






    	 	-32-	 



     


    

 


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


 


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


 


“Custodian”: The
Certificate Administrator or any other Person who is at any time appointed by the Certificate Administrator 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 August 2016, or with respect to any Mortgage
Loan that has its first Due Date in September 2016, the date that would have otherwise been the related Due Date in August 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 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 Master Servicer or the Special Servicer with a written and fully executed
commitment or otherwise binding application for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory
in form and substance to the Special Servicer (it being understood that the party receiving such commitment shall promptly forward
a copy of such commitment or application to the Special Servicer for approval if it is not evident that a copy has been delivered
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


 



    	 	-33-	 



     


    

 


under the related Mortgage and Mortgage
Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class V Certificates, Class R 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”: Morgan
Stanley Capital I Inc., a Delaware corporation, or its successor in interest.


 






    	 	-34-	 



     


    

 


“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 September 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:


 


(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 applicable
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


 



    	 	-35-	 



     


    

 


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;


 


(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


 



    	 	-36-	 



     


    

 


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;


 


(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


 






    	 	-37-	 



     


    

 


(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 Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more
than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from
time to time; provided, that (i) absent that selection, (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, that,
in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the
Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement.
After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder shall only retain
its consultation rights to the extent specifically provided for herein. 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-


 



    	 	-38-	 



     


    

 


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. The initial Directing Certificateholder shall
be Ellington Management Group, LLC, a Delaware limited liability company.


 


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


 


“Disclosable Special Servicer
Fees”: With respect to any Mortgage Loan 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 related 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 or any Non-Serviced PSA.


 


“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


 



    	 	-39-	 



     


    

 


has
furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person that has
delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified Organization”:
Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization which
is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates
(except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as defined in Section 775 of the
Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as
provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the
holding of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in September 2016. The initial Distribution
Date shall be September 16, 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


 



    	 	-40-	 



     


    

 


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 or deposit
accounts of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty
(30) days or more, and the short-term debt obligations or deposit accounts of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt obligations or deposit accounts 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 or deposit accounts 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 or deposit accounts of which are rated at least “A” by S&P, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposit accounts of
which have a short-term rating of not less than “A-1” from S&P, if the deposits are to be held in such account
for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells
Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2” from Moody’s,
“A” from Fitch and “A” from S&P (if the deposits are to be held in the account for more than thirty
(30) days) and at least a rating equivalent to any of the foregoing from KBRA (if then rated by KBRA) if the deposits are to be
held in the account for more than 30 days or Wells Fargo Bank, National Association’s commercial paper, short-term deposit
or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F2” from Fitch, “A-1”
from S&P and at least a rating equivalent to any of the foregoing from KBRA (if then rated by KBRA), if the deposits are to
be held in the account for 30 days or less; (iii) an account or accounts maintained with KeyBank National Association so long as
KeyBank National Association’s (a) long-term unsecured debt or deposit accounts are rated at least “A2” by Moody’s,
“A-” by Fitch, “BBB” by S&P (so long as the short-term unsecured debt obligations or deposits of KeyBank
National Association are rated at least “A-2”


 



    	 	-41-	 



     


    

 


by S&P) and at least the equivalent by KBRA (if then rated by KBRA)
if the deposits are to be held in the account for more than 30 days or (b) short term deposit accounts or short term unsecured
debt is rated at least “P-1” by Moody’s, “F1” by Fitch, “A-2” by S&P and at least
the equivalent by KBRA (if then rated by KBRA) if the deposits are to be held in the account for 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 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 Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special servicer,
operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P, DBRS
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction
citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
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


 



    	 	-42-	 



     


    

 


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 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.


 


“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.


 


“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 V or Class R Certificate) that does not meet the rating requirements of Prohibited Transaction
Exemption 90-24 or Prohibited Transaction Exemption 93-31 (as such exemptions may be amended from time


 



    	 	-43-	 



     


    

 


to time) as of the date
of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class X-E, Class X-F, Class X-G, Class E,
Class F and Class G 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 Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11, 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 the Special Servicer, any Corrected Loan and any particular modification, waiver, extension or amendment with respect
to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to the aggregate of any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan (including the related Serviced Companion
Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received and retained by the Special Servicer
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 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


 



    	 	-44-	 



     


    

 


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.


 


“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 the sum of (i) the Initial Sub-Servicing Fee Rate and (ii) solely with respect
to each  Mortgage Loan, the Retained Fee Rate; provided, that the Excess Servicing Fee 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 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 as set forth in Section 3.11(a) 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.


 






    	 	-45-	 



     


    







 


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


 


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


 


“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(d) and Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with respect to
such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not be considered
“Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any
Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in
accordance with Section 3.33 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate
any


 






    	 	-46-	 



     


    

 


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.


 


“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(d) and
Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special
Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer
or the Operating Advisor, as applicable. 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 Serviced Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer obtains knowledge that it is a Borrower Party. For the avoidance of doubt, there are no 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


 






    	 	-47-	 



     


    

 


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 Certification”:
As defined in Section 2.02(b).


 


“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 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.


 


“Financial Market
Publishers”: Asset Reviewers, LLC, BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters,
CMBS.com, Inc., Intex Solutions, Inc. and Markit Group Limited, or any successor entities thereof.


 


“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 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


 






    	 	-48-	 



     


    

 


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 Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, 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


 






    	 	-49-	 



     


    

 


 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, that a Person shall not fail to be Independent of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders
or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by
the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof, as the case may
be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception
in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor
or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the
Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or
derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the Special
Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of
Counsel has been delivered to the Trustee and the Certificate 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 Certification”:
As defined in Section 2.02(b).


 


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


 


“Initial Purchasers”:
Morgan Stanley & Co. LLC, UBS Securities LLC, KeyBanc Capital Markets Inc., Natixis Securities Americas LLC and Wells Fargo
Securities, LLC.


 






    	 	-50-	 



     


    

  


“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.


 


“Initial Sub-Servicing
Fee”: With respect to any Mortgage Loan or Serviced Companion Loan, the monthly fee payable by the Master Servicer solely
from the Servicing Fee to any related Initial Sub-Servicer, which monthly fee accrues at the Initial Sub-Servicing Fee Rate.


 


“Initial Sub-Servicing
Fee Rate”: With respect to any Mortgage Loan or Serviced Companion Loan and any related Initial Sub-Servicer, the rate
per annum at which the Initial Sub-Servicing Fee is paid, as specified in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“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 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.


 






    	 	-51-	 



     


    

  


“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 Vertex Pharmaceuticals HQ Intercreditor Agreement, the SSTII Self Storage Portfolio Intercreditor
Agreement, the 132 West 27th Street Intercreditor Agreement, the Plaza Mexico - Los Angeles Intercreditor Agreement, the Sixty
Soho 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, the amount of interest for the
related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional
Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual
Period will be made on 30/360 basis.


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Interest Reserve Account”, into which
the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of
an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to


 






    	 	-52-	 



     


    

 


the extent permitted
by applicable law, (i) in the case of a Class of Principal Balance 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.


 


“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 (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


 






    	 	-53-	 



     


    

 


to the Statements to Certificateholders prepared by the Certificate Administrator, (iii)
except in the case of a Companion Holder, that such Person has received a copy of the final Prospectus and (iv) such Person agrees
to keep any Privileged Information confidential and will not violate any securities laws; provided, that any Excluded Controlling
Class Holder (i) shall be permitted to obtain from the Master Servicer 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 from the Certificate
Administrator’s Website. The Certificate Administrator may, absent manifest error, conclusively rely upon any Investor Certification
received and may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures.


 


“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.


 


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


 


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


 






    	 	-54-	 



     


    

 


extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by 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 (a) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgage Loan) 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) and (b) each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified below),
equal to the product of the Liquidation Fee Rate and the proceeds received in connection with the applicable event described in
clause (a) or (b); provided, that the Liquidation Fee 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 or
REO Property and received by the Special Servicer as compensation within the prior 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 based upon, or out of, Liquidation Proceeds received in connection with:


 


(A)        (x)
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 or (y) a Loss of Value Payment
by a Mortgage Loan Seller if such Mortgage Loan Seller makes such Loss of Value Payment prior to the termination of the Extended
Cure Period;


 


(B)         any
event described in clause (vi) of the definition of “Liquidation Proceeds” that occurs within 90 days of the related
mezzanine holder’s purchase option first


 






    	 	-55-	 



     


    

 


becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected
Loan;


 


(C)         the
purchase of all of the Mortgage Loans and REO Properties in connection with any termination of the Trust pursuant to Section
9.01 hereof;


 


(D)         with
respect to a Serviced Pari Passu Companion Loan, (1) a repurchase of such Serviced Pari Passu 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 if such repurchase
occurs prior to the termination of the extended resolution period provided therein or (2) a purchase of such Serviced Pari Passu
Companion Loan by any applicable party to an Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation
of the Other Securitization;


 


(E)         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, that if no Control Termination Event has occurred and
is continuing, and such Directing Certificateholder or Affiliate thereof purchases any Specially Serviced Loan within 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 shall not be entitled to a Liquidation Fee in connection with such purchase
by the Directing Certificateholder or its Affiliates); or


 


(F)         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” and Liquidation Proceeds are received within
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;


 


provided, that
if a Liquidation Fee is not payable due to the application of any of clauses (A) through (F) 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 Mortgage Loan documents);


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), Specially Serviced
Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an aggregate
Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to such rate as would result in an aggregate Liquidation
Fee equal to $25,000; provided that in no event will the Liquidation Fee payable in respect of any Mortgage Loan, Specially
Serviced Loan (including any Serviced Whole Loan that is a 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


 






    	 	-56-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-57-	 



     


    

  


“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 Pari Passu 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.


 


“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 Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage
Pass-Through Certificates, Series 2016-UBS11, 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, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


“Master Servicer
Consent Matters”: As defined in Section 3.01(a).


 


“Material Defect”:
Subject to Section 2.03(c), 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”.


 


“Material Dispute
Resolution Actions”: Any of the following: (i) to the extent sought by any party to the applicable mediation or arbitration,
any consent to the applicable


 






    	 	-58-	 



     


    

 


Mortgage Loan Seller’s selection of the related mediator or arbitrator; (ii) an agreement to
settle any claims or agree to or consent to any specific finding by a mediator or arbitrator; and (iii) an agreement requiring
the payment by, or an assessment against, the Trust or any party hereto (to the extent such party would be entitled to reimbursement
by the Trust) of any fees, costs or expenses.


 


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


 


“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 thereof 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

 






    	 	-59-	 



     


    

 


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 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 Wells Fargo Bank, National Association, as Trustee for Morgan
Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 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 or a copy thereof, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power
of attorney, a certified true copy 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;


 


(iii)        the
originals or copies of all agreements modifying a Money Term or other material modification, consolidation and extension agreements,
if any, with evidence of recording thereon;


 


(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 “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11” (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));


 


(v)         originals
or copies of all intervening assignments of Mortgage, if any, with evidence of recording thereon;


 


(vi)        if
the related Assignment of Leases is separate from the Mortgage, the original or a copy of such Assignment of Leases with evidence
of recording thereon, together with (A) an original of each assignment of such Assignment of Leases with evidence of


 






    	 	-60-	 



     


    

 


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 “Wells
Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11” (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)      an
original (which may be electronic) or a copy (which may be electronic) of the 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 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) (and, in each case, any related lessor estoppels), 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);


 


(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


 






    	 	-61-	 



     


    

 


 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;


 


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


 


(xiv)      copies
of 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;


 






    	 	-62-	 



     


    

  


provided, 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
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 Mortgage Loan 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 Mortgage securing
the Non-Serviced Mortgage Loan, 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 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 Mortgage Loan 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 Non-Serviced PSA, the applicable Mortgage Loan 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


 






    	 	-63-	 



     


    

 


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, and (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.


 


Notwithstanding
any contrary provision set forth above, in connection with the Sixty Soho Mortgage Loan (1) instruments of assignment may be
in blank and need not be recorded pursuant to this Agreement until the earliest of (i) the Sixty Soho Companion
Loan Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the
related Non-Serviced PSA, (ii) the date such Mortgage Loan becomes a Specially Serviced Loan, in which case assignments
and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence,
if any, of the Sixty Soho Companion Loan Securitization Date, and (iii) the expiration of 180 days following the Closing
Date, in which case assignments and recordations shall be effected in accordance with the provisions relating to Serviced
Whole Loans until the occurrence, if any, of the Sixty Soho Companion Loan Securitization Date, and (2) following the Sixty
Soho Companion Loan Securitization Date, the Person selling the Sixty Soho Controlling Pari Passu Companion Loan to the
related Non-Serviced Depositor, at its own expense, will be (A) entitled to direct the Trustee or Custodian to deliver the
originals of all Mortgage Loan documents in its possession (other than the Mortgage Note evidencing the Sixty Soho Mortgage
Loan and endorsements thereof) to the related Non-Serviced Trustee or Non-Serviced Custodian, (B) if the right under clause
(A) is exercised, required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the
mortgage loan documents so delivered to such Non-Serviced Trustee or Non-Serviced Custodian, (C) entitled to cause the
completion and recordation of instruments of assignment in the name of such Non-Serviced Trustee or Non-Serviced Custodian,
and (D) if the right under clause (C) is exercised, required to deliver to the Trustee (or the Custodian on its
behalf) photocopies of any instruments of assignment so completed and recorded.


 


“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


 









    	 	-64-	 



     


    

 


2.03 and exclude any such replaced Mortgage Loan. For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan”.


 


“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 or lists 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 lists set forth the following
information with respect to each Mortgage Loan so transferred:


 


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



		 	 



	 	(ii)		the loan identification number;



		 	 



	 	(iii)		the name of the related Mortgaged Property;



		 	 



	 	(iv)		the Cut-off Date Balance;



		 	 



	 	(v)		the street address, city and state of the related Mortgaged
Property;



		 	 



	 	(vi)		the date of the related Mortgage Note;



		 	 



	 	(vii)		the Maturity Date;



		 	 



	 	(viii)		the Mortgage Rate;



		 	 



	 	(ix)		the original term to stated maturity or anticipated repayment
date;



		 	 



	 	(x)		the remaining term to stated maturity or anticipated repayment
date;



		 	 



	 	(xi)		the original amortization term;



		 	 



	 	(xii)		whether the Mortgage Loan is an ARD Loan;



		 	 



	 	(xiii)		the Primary Servicing Fee Rate; and



		 	 



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



 


“Mortgage Loan
Seller”: Each of (i) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its successor
in interest, (ii) UBS Real Estate Securities Inc., a Delaware corporation, or its successor in interest, (iii) KeyBank National
Association, a national banking association, or its successor in interest, and (iv) Natixis Real Estate Capital LLC, a Delaware
limited liability company, or its successor in interest.


 








    	 	-65-	 



     


    






 


“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.


 


“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) 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, that for purposes of
calculating Pass-Through Rates and Withheld Amounts, the


 






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Net Mortgage Rate for any Mortgage Loan will be determined without regard
to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the
Special Servicer, a related Non-Serviced Master Servicer or a related Non-Servicd Special Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related Mortgagor or otherwise; 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 accrual 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 accrual 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. With respect to any REO Loan that is a successor to
a Mortgage 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 or successor REO Loan which the Trustee
determines in its good faith business judgment, or the Master Servicer or Special Servicer determines in accordance with the Servicing
Standard, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the
Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided,
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 Pari Passu 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, which determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the
Trustee. 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, each of 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, the Special Servicer or 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 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


 






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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 at the time of such consideration, the recovery of which is 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 any 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 Pari Passu
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 Pari Passu 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 Servicer’s determination that a P&I Advance is or would be nonrecoverable.
In the case of a


 






    	 	-69-	 



     


    

 


 


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


 






    	 	-70-	 



     


    

 


 


changed
recoverability 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 Pari Passu 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 Pari Passu Mortgage Loan, any Other Servicer); provided,
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 Pari Passu Mortgage Loan,
to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice
of such determination. 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, that other than for Servicing Advances to be made
on an emergency or urgent basis, the Special Servicer shall not be entitled to make such a request more frequently than once per
calendar month with respect to Servicing Advances (although such request may relate to more than one Servicing Advance). In the
case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance or property
protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made


 






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


 


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


 


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


 


“Non-Serviced Controlling
Holder”:  The “directing certificateholder”, “controlling class representative”, “controlling
noteholder” 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 Vertex Pharmaceuticals HQ Intercreditor Agreement and the Sixty Soho Intercreditor Agreement
(on and after the Sixty Soho Companion Loan Securitization Date).


 


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


 


“Non-Serviced Mortgage Loan”:
 Any Mortgage Loan other than a Serviced Mortgage Loan. The Vertex Pharmaceuticals HQ Mortgage Loan is a Non-Serviced Mortgage Loan,
and the Sixty Soho Mortgage Loan (on and after the Sixty Soho Companion Loan Securitization Date) will be a Non-Serviced Mortgage
Loan.


 


“Non-Serviced Mortgaged Property”:
 Each of the Vertex Pharmaceuticals HQ Mortgaged Property and the Sixty Soho Mortgaged Property (on and after the Sixty Soho Companion
Loan Securitization Date).


 


“Non-Serviced Pari Passu Companion
Loan”:  Each of the Vertex Pharmaceuticals HQ Non-Serviced Pari Passu Companion Loans and the Sixty Soho Companion Loan
(on and after the Sixty Soho Companion Loan Securitization Date)


 


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


 






    	 	-72-	 



     


    

 


“Non-Serviced PSA”:
A pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced Whole Loan is serviced.
The only Non-Serviced PSA related to the Trust as of the Closing Date is, with respect to the Vertex Pharmaceuticals HQ Whole Loan,
the WFCM 2016-BNK1 PSA. On and after the Sixty Soho Companion Loan Securitization Date, the Sixty Soho PSA shall be a Non-Serviced
PSA.


 


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


 


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


 


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


 


“Non-Serviced Whole Loan”:
Each of the Vertex Pharmaceuticals HQ Whole Loan and the Sixty Soho Whole Loan (on and after the Sixty Soho Companion Loan Securitization
Date).


 


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


 


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


 


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


 


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


 


“Notional Amount”:
With respect to the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G Certificates, the Class X-A Notional Amount,
the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-E Notional Amount, the Class X-F Notional Amount and
the Class X-G Notional Amount, respectively.


 


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


 


“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.


 






    	 	-73-	 



     


    

 


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


 


“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(c).


 


“Operating Advisor Consulting
Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay) with respect
to any Serviced Mortgage Loan (other than the Sixty Soho Mortgage Loan), payable pursuant to Section 3.05 of this Agreement;
provided, 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 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 Serviced Mortgage Loan (but excluding the Sixty Soho Whole Loan) and each successor REO Loan, the fee payable
to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor Fee Rate”:
With respect to each Interest Accrual Period related to any applicable Distribution Date, a rate with respect to each Serviced
Mortgage Loan (excluding the Sixty Soho Whole Loan) and each successor REO Loan equal to (i) 0.0025% per annum with respect
to each such Mortgage Loan (other than the SSTII Self Storage Portfolio Mortgage Loan, the 132 West 27th Street Mortgage Loan and
the Plaza Mexico – Los Angeles Mortgage Loan) and any successor REO Loan, (ii) 0.00536% per annum with respect to
the SSTII Self Storage Portfolio Mortgage Loan and any successor REO Loan, (iii) 0.00543% per annum with respect to the
132 West 27th Street Mortgage Loan and any successor REO Loan, 


 



    	 	-74-	 



     


    

 


and (iv) 0.0075% per annum with respect to the
Plaza Mexico – Los Angeles Mortgage Loan and any successor REO 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 each holder of a 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 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


 



    	 	-75-	 



     


    

 


receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days;


 


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


 


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


 


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


 


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


 


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


 


“Original Notional Amount”:
As defined 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


 






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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 all or a portion of any Serviced
Companion Loan.


 


“Other Securitization”:
 As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


“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 equal to: (i) with respect to the Vertex Pharmaceuticals HQ Mortgage Loan, 0.0025% per annum and (ii) with respect
to the Sixty Soho Mortgage Loan (after the Sixty Soho Controlling Companion Loan Securitization Date), 0.0025% per annum.


 


“Pass-Through Rate”:
 For any Distribution Date: (a) with respect to any Lower-Tier Regular Interest, the Weighted Average Net Mortgage Rate for such
Distribution Date; and (b) with respect to each Class of Certificates, the rate set forth next to such Class in the table below:


 






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        Class 
	 	
        Pass-Through Rate 

	Class A-1	 	1.445% per annum
	Class A-2	 	2.416% per annum
	Class A-SB	 	2.606% per annum
	Class A-3	 	2.531% per annum
	Class A-4	 	2.782% per annum
	Class X-A	 	The related Class X Pass-Through Rate
	Class X-B	 	The related Class X Pass-Through Rate
	Class A-S	 	2.984% per annum
	Class B	 	3.136% per annum
	Class C	 	The lesser of the Weighted Average Net Mortgage Rate and 3.691% per annum 
	Class X-D	 	The related Class X Pass-Through Rate
	Class X-E	 	The related Class X Pass-Through Rate
	Class X-F	 	The related Class X Pass-Through Rate
	Class X-G	 	The related Class X Pass-Through Rate
	Class D	 	The lesser of the Weighted Average Net Mortgage Rate and 3.500% per annum
	Class E	 	The Weighted Average Net Mortgage Rate minus 1.500%
	Class F	 	The Weighted Average Net Mortgage Rate minus 1.500%
	Class G	 	The Weighted Average Net Mortgage Rate minus 1.500%


 


“PCAOB”:  The Public
Company Accounting Oversight Board.


 


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


 


“Percentage Interest”:
 As to any Certificate (other than the Class V and Class R 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 V and Class R 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 the Class to which such Certificate belongs. With respect to a Class V Certificate
or a Class R 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.


 






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“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 and
rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”,
“A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less (but more than sixty (60) days);
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 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


 






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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) in the highest short-term debt rating category of
KBRA (if then rated by KBRA) and, if it has a term in excess of three months, the long-term debt obligations of which are rated
“AAA” (or the equivalent) by KBRA (if then rated by KBRA), and (F) the short-term debt obligations of which are rated
(a) “A-1+” (or the equivalent) by S&P and, if it has a term in excess of three months, the long-term debt obligations
of which are rated “AAA” (or the equivalent) by S&P;


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch, S&P and KBRA (if then rated by KBRA)
and (2) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s or
the long-term obligations of which corporation are rated at least “A2” by Moody’s, (B) if such debt obligations
have a term of more than three months and not in excess of six months, the short-term obligations of which corporation are rated
in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at
least “Aa3” by Moody’s and (C) if such debt obligations have a term of more than six months, the short-term obligations
of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of
which corporation are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in subclauses
(A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
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


 






    	 	-80-	 



     


    

 





exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in
such accounts;


 


(v)        commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non United States jurisdiction) (a)(1) in the case of such investments with maturities of 30 days or less, the short
term obligations of which corporation are rated at least in the highest short-term debt rating category of Moody’s, “F1”
by Fitch and “A-1” by S&P, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s, “A” by Fitch and “A” by S&P, (2) in the case of such investments with maturities
of three months or less, but more than 30 days, the short-term obligations of which are rated at least in the highest short-term
debt rating category of Moody’s, “F1+” by Fitch and “A-1+” by S&P, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P) and “A2” by Moody’s, (3)(A) in the case
of such investments with maturities of six months or less, but more than three months, the short-term obligations of which are
rated at least “P1” by Moody’s, and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s, (B) in the case of such investments with maturities of six months or less, but more than three months, the short-term
obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and (C) in the case of such investments
with maturities of six months or less, but more than three months, the short-term obligations of which are rated at least “A-1+”
by S&P, or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), and (4)(A) in the case of such investments with maturities of more than six months, the
short-term obligations of which are rated at least “P1” by Moody’s, and the long-term obligations of which are
rated at least “Aaa” by Moody’s, (B) in the case of such investments with maturities of more than six months,
the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and (C) in the case of such investments
with maturities of more than six months, the short-term obligations of which are rated at least “A-1+” by S&P,
or the long-term obligations of which are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P), and (b) such commercial paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or such
lower rating as is the subject of a Rating Agency Confirmation);


 


(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


 






    	 	-81-	 



     


    

 


money market fund category by Moody’s (or, if not rated by Moody’s,
otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may
include the investments referred to in clause (i) above if so qualified that (a) have substantially all of their assets
invested continuously in the types of investments referred to in clause (i) above and (b) have net assets of not less than
$5,000,000,000;


 


(vii)      any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any 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, that each Permitted Investment qualifies
as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment that provides for a variable rate
of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately
with such index, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such investment must
not be purchased at a premium over par; provided, further, that no such instrument shall be a Permitted Investment
(a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest
payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield
to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price;
and provided, further, however, that no amount beneficially owned by 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 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


 






    	 	-82-	 



     


    




 


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).


 


“Plaza Mexico - Los
Angeles Intercreditor Agreement”:  That certain Agreement Between Note Holders, dated as of July 19, 2016, by
and between the holders of the Plaza Mexico - Los Angeles Non-Serviced Pari Passu Companion Loans and the holder of the Plaza
Mexico - Los Angeles Mortgage Loan, relating to the relative rights of such holders of the Plaza Mexico - Los Angeles Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 


“Plaza Mexico - Los Angeles
Mortgage Loan”:  With respect to the Plaza Mexico - Los Angeles Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-2
and A-3, and is pari passu in right of payment with the Plaza Mexico - Los Angeles Non-Serviced Pari Passu Companion Loans
to the extent set forth in the Plaza Mexico - Los Angeles Intercreditor Agreement.


 


“Plaza Mexico - Los Angeles
Mortgaged Property”:  The Mortgaged Property that secures the Plaza Mexico - Los Angeles Whole Loan.


 


“Plaza Mexico - Los Angeles
Serviced Pari Passu Companion Loans”:  With respect to the Plaza Mexico - Los Angeles Whole Loan, as of the Closing Date,
the pari passu companion loans evidenced by the related promissory notes A-1, A-4, A-5 and A-6, made by the related Mortgagor and
secured by the Mortgage on the Plaza Mexico - Los Angeles Mortgaged Property, which are not included in the Trust and which are
pari passu in right of payment to the Plaza Mexico - Los Angeles Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Plaza Mexico - Los Angeles Intercreditor Agreement.


 






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


 


“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 or Serviced Pari Passu Companion 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 Pari Passu Companion Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) and, in the case of a Non-Serviced Mortgage
Loan, remitted to the Trust, that would have accrued at a rate per annum equal to (x) in the case of any Mortgage Loan other
than a Serviced Pari Passu Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate
Administrator/Trustee 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 Pari Passu 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 or Serviced Pari Passu Companion 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 Pari Passu Companion Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage Loan
or Serviced Pari Passu 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


 






    	 	-84-	 



     


    

 


Loan
other than a Serviced Pari Passu Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii)
the Certificate Administrator/Trustee 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.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-85-	 



     


    

 


Distribution
Date, including, without limitation, any Balloon Payments received on or prior to the related Remittance Date that constitute
a portion of “Principal Distribution Amount” in accordance with the penultimate paragraph of Section 3.05(a);
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.


 


“Private Placement Memorandum”:
The private placement memorandum relating to the offer and sale of the Non-Registered Certificates, dated August 16, 2016.


 


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


 


“Privileged Information”:
Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any Specially Serviced Loan
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 that is labeled or otherwise identified as Privileged
Information by the Special Servicer, (iii) information subject to attorney-client privilege and (iv) any Asset Status Report or
Final Asset Status Report. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
shall be entitled to rely on any


 






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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 and known to
the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged
Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose
such Privileged Information in working with legal counsel, auditors, 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, that an Excluded Controlling Class Holder will
only be considered a Privileged Person with respect to any Mortgage Loan with respect to which it is not a Borrower Party;
provided, further, 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 an Excluded Controlling Class Holder, any Excluded Information via the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is
not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date
Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate
Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor,
as the case may be.


 


Notwithstanding anything to the contrary
in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide any information
related to the related Excluded Special Servicer Loan to (A) the related


 






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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 (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above;
provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or
the Certificate Administrator to restrict access by the Special Servicer or any Excluded Special Servicer to any information related
to any Excluded Special Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable
if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided,
further, that any Excluded Controlling Class Holder shall be permitted to obtain from the Master Servicer in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website).


 


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


 


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


 


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


 


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


 


“Prospectus”: The
prospectus relating to the offer and sale of the Registered Certificates, dated August 16, 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


 


(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


 






    	 	-88-	 



     


    

 


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 reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including
any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal
fees and expenses and any additional trust fund expenses relating to such Mortgage Loan (or successor REO Loan); provided,
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 “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan. Notwithstanding
anything to the contrary in this definition of “Purchase Price,” the Mortgage Loan Seller shall nevertheless be obligated
to pay any amounts due and owing under Section 3.08(e).


 


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


 






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“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A3” by Moody’s if rated 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 KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company,
Inc.), (b) “A-” by KBRA if rated by KBRA (or, if not rated by KBRA, at least an equivalent rating as that listed above
by one nationally recognized insurance rating organization (which may include Moody’s or Fitch)), (c) “A” by
Fitch if rated by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one
nationally recognized insurance rating organization (which may include Moody’s or KBRA)) and (d) “A” by S&P
if rated by S&P (or, if not rated by S&P, at least “A-” or an equivalent rating as “A-” by one
nationally recognized insurance rating organization (which may include Moody’s or Fitch)) and (ii) with respect to the fidelity
bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise
permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed
or backed by a company having such claims paying ability) 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 (i) that satisfies all of the eligibility requirements applicable to special
servicers contained in this Agreement, (ii) that is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate
of the Operating Advisor or the Asset Representations Reviewer, (iii) that 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, or (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) that 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) that 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)(A) that confirms in writing
that it was appointed to act as, and currently serves as, special servicer on a transaction level basis on the closing date of
a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one
or more of such classes of certificates are still outstanding and rated by Moody’s and (B) with respect to which Moody’s
has not cited servicing concerns of such replacement 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 ratings downgrade or withdrawal)
of securities rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by the replacement
special servicer prior to the time of determination, (vii) that currently has a special servicer rating of at least “CSS3”
from Fitch, (viii) as to which (a) if acting as special servicer in a commercial mortgage loan


 






    	 	-90-	 



     


    

 


securitization
that was rated by KBRA within the twelve (12) month period prior to the date of determination, KBRA has not downgraded or withdrawn
the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer, as special servicer of such commercial mortgage securities, as the sole
or a material reason for such downgrade or withdrawal (or placement on watch) or (b) if not acting as special servicer in a commercial
mortgage loan securitization that was rated by KBRA in such twelve (12) month period, as to which a Rating Agency Confirmation
has been received from such Rating Agency, and (ix) that is listed on S&P’s Select Servicer List as a U.S. Commercial
Mortgage Special Servicer.


 


“Qualified Substitute Mortgage
Loan”: A substitute mortgage loan replacing a removed Mortgage Loan that must, on the date of substitution: (i) have
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)
accrue interest at a rate of interest at least equal to that of the removed Mortgage Loan; (iii) have a remaining term to stated
maturity not greater than, and not more than two (2) years less than, that of the removed Mortgage Loan (and in no event may such
Mortgage Loan mature after the date that is three (3) years prior to the Distribution Date in August 2049); (iv) have 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; (v) have a current debt service coverage ratio equal to or greater than the current debt service
coverage ratio of the removed Mortgage Loan; (vi) 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; (vii) have an environmental assessment
relating to the related Mortgaged Property in its Mortgage File that 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; (viii) have an
engineering report relating to the related Mortgaged Property in its Mortgage File that 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 (ix) have been the subject of an Opinion of Counsel, delivered to the Trustee and the Certificate Administrator 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 substitute mortgage loan may have a Maturity Date after the date three (3) years
prior to the Rated Final Distribution Date; provided, further, that no substitute mortgage loan shall be substituted
for a removed Mortgage Loan unless a Rating Agency Confirmation has been obtained from each Rating Agency (at the expense of the
related Mortgage Loan Seller); 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, any such substitution will require the consent of the
Directing


 






    	 	-91-	 



     


    

 


Certificateholder
(not to be unreasonably withheld); 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).


 


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


 


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


 


“Rating Agency”:
Each of Fitch, KBRA, Moody’s and S&P 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 Fitch, KBRA, Moody’s and
S&P 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 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); provided that a written waiver or other acknowledgment from the Rating
Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy
the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter. At any time during which
no Certificates are rated by a Rating Agency, a Rating Agency Confirmation will not be required from that Rating Agency.


 


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


 






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“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.


 


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


 


“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, Class F, Class
G, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G 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.


 






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


 


	
        Related Certificates 
	 	
        Related Lower-Tier Regular Interest

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


 


“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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“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 “CWCapital Asset Management LLC, as Special Servicer, on
behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 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, each 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 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


 






    	 	-95-	 



     


    

 


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.


 


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


 






    	 	-96-	 



     


    

 


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


 


“Requesting Investors”:
As defined in Section 5.06(b)(ii).


 


“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 is entered into between the Enforcing Servicer, on behalf of the Trust,
and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage
Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition
in accordance with this Agreement.


 


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


 


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


 


“Retained Defeasance Rights
and Obligations”: Any of the MSMCH Seller Defeasance Rights and Obligations, the UBSRES Seller Defeasance Rights and
Obligations, NREC Seller Defeasance Rights and Obligations or the KeyBank Seller Defeasance Rights and Obligations, each as defined
in Section 3.18(i).


 


“Retained Fee Rate”:
A rate equal to 0.0025% per annum with respect to each Mortgage Loan.


 


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


 


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


 






    	 	-97-	 



     


    

 


“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.


 


“Rule 144A”: Rule
144A under the Act.


 


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


 


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


 


“S&P”: S&P
Global Ratings, 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 paid by the Mortgagor as of the related Determination
Date or, if applicable, as of such later date as would permit inclusion in the Available Funds for such Distribution Date (or (i)
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 (ii) with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer
as of such date as would permit inclusion in the Available Funds for such Distribution Date) or 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, if applicable, as of
such later date as would permit inclusion in the Available Funds for such Distribution Date (or (i) 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


 






    	 	-98-	 



     


    

 


Servicer
as of the Business Day preceding the related P&I Advance Date and (ii) with respect to a Non-Serviced Mortgage Loan, received
by the Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution Date), and to the
extent not included in clause (a) above for the subject Distribution Date or in the Scheduled Principal Distribution Amount
for any preceding Distribution Date.


 


“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.


 


“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.


 






    	 	-99-	 



     


    

 


“Serviced AB Mortgaged Property”:
The Mortgaged Property which secures the related Serviced AB Whole Loan. For the avoidance of doubt, there is no Serviced AB Mortgaged
Property under this Agreement.


 


“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 SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan, (b) the 132 West 27th Street Serviced Pari Passu
Companion Loan, (c) the Plaza Mexico - Los Angeles Serviced Pari Passu Companion Loans, (d) the Sixty Soho Pari Passu Companion
Loan (prior to the Sixty Soho Companion Loan Securitization Date) and (e) 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 SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan, (b) the 132 West 27th Street Serviced
Pari Passu Companion Loan, (c) the Plaza Mexico - Los Angeles Serviced Pari Passu Companion Loans, (d) the Sixty Soho Pari Passu
Companion Loan (prior to the Sixty Soho Companion Loan Securitization Date) and (e) any Serviced Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Pari Passu Companion
Loan”: Each of (a) the SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan, (b) the 132 West 27th Street
Serviced Pari Passu Companion Loan, (c) the Plaza Mexico - Los Angeles Pari Passu Companion Loans and (d) the Sixty Soho Pari Passu
Companion Loan (prior to the Sixty Soho Companion Loan Securitization Date).


 


“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 SSTII Self Storage Portfolio Mortgage Loan, (b) the 132 West 27th Street Mortgage Loan, (c) the
Plaza Mexico - Los Angeles Mortgage Loan and (d) the Sixty Soho Mortgage Loan (prior to the Sixty Soho Companion Loan Securitization
Date).


 






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“Serviced Pari Passu Whole
Loan”: Each of (a) the SSTII Self Storage Portfolio Whole Loan, (b) the 132 West 27th Street Whole Loan, (c) the Plaza
Mexico - Los Angeles Whole Loan and (d) the Sixty Soho Whole Loan (prior to the Sixty Soho Companion Loan Securitization Date).


 


“Serviced REO Loan”:
Any REO Loan that is serviced by the Special Servicer and relates to a Serviced REO Property.


 


“Serviced REO Property”:
Any REO Property that is serviced and administered 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.


 


“Serviced Whole Loan”:
Each of (a) the SSTII Self Storage Portfolio Whole Loan, (b) the 132 West 27th Street Whole Loan, (c) the Plaza Mexico - Los Angeles
Whole Loan (d) the Sixty Soho Whole Loan (prior to the Sixty Soho Companion Loan Securitization Date).


 


“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: (a) the applicable date set forth in the related Intercreditor Agreement
for remittances by the Master Servicer to the holder of such Serviced Companion Loan; or (b) if no such date described in clause
(a) is set forth in the related Intercreditor Agremeent, the applicable remittance date, which shall be (i) prior to contribution
of such Serviced Companion Loan to an Other Securitization, the Master Servicer Remittance Date and (ii) 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, 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).


 






    	 	-101-	 



     


    

 


“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 Serviced Mortgage Loan (and in the case of a Serviced
Pari Passu Mortgage Loan, the related Serviced Companion Loan, as applicable) 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 Serviced
Mortgage Loan or a related REO Property, 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.


 


“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, Serviced Companion Loan and REO Loan, the fee payable to the Master Servicer pursuant to the
first paragraph of Section 3.11(a).


 


“Servicing Fee Rate”:
With respect to (i) each Mortgage Loan and REO Loan, a per annum rate equal to 0.0025% plus the rate set forth on the Mortgage
Loan Schedule under the heading “Primary Servicing Fee Rate”, in each case computed on the basis of the Stated Principal
Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loan, and
(ii) each Serviced Pari Passu Companion Loan, 0.0025% per annum, in each case computed on the basis of the Stated Principal
Balance of the related Serviced Pari Passu Companion Loan in the same manner in which interest is calculated in respect of such
loan; provided, that with respect to the Sixty Soho Mortgage Loan, on and after the Sixty Soho Companion Loan Securitization
Date, the Primary Servicing Fee Rate comprising a part of the related Servicing Fee Rate shall be 0% per annum.


 


“Servicing File”:
With respect to any Mortgage Loan, a photocopy of all items required to be included in the Mortgage File, together with, without
duplication, to the extent required to be (and actually) delivered to the applicable Mortgage Loan Seller or other originator 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


 






    	 	-102-	 



     


    

 


guaranty/indemnity
agreement, any loan agreement, any insurance policies or certificates (as applicable), 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, any intercreditor agreement and any environmental insurance policies.


 


“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 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 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
commitment or otherwise binding application for refinancing or a signed purchase agreement (subject only to customary final closing
conditions) from a buyer or an acceptable lender, reasonably satisfactory in form and substance to the Special Servicer (and the
Master Servicer or Special Servicer, as applicable, shall


 






    	 	-103-	 



     


    

 


promptly forward a copy of such commitment, application or purchase agreement
to the other such party), which provides that such refinancing or sale will occur within ninety (90) 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 sale, or fails to satisfy any condition of such refinancing or sale 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 or sale, (b) if such refinancing or sale does not occur within ninety (90) days of the related Maturity
Date (or within such shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing commitment,
application or purchase agreement), or (iii) the related refinancing commitment or purchase agreement is terminated before the
refinancing or sale 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


 


(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


 






    	 	-104-	 



     


    

 


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 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


 






    	 	-105-	 



     


    

 


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 Pari Passu Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Pari
Passu 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 (or, with respect to any Serviced Companion Loan securitized pursuant
to an Other Pooling and Servicing Agreement, the “distribution date” or other analogous term defined under such Other
Pooling and Servicing Agreement) occurring on or immediately following the date on which financial statements for such calendar
quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 


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


 


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


 


“Sixty Soho Companion Loan
Securitization Date”: The date on which the Sixty Soho Controlling Pari Passu Companion Loan is included in a securitization
trust.


 


“Sixty Soho Controlling Pari
Passu Companion Loan”: The Sixty Soho Pari Passu Companion Loan evidenced by the related promissory note designated as
promissory note A-1.


 


“Sixty Soho
Intercreditor Agreement”: That certain Co-Lender Agreement, dated August 25, 2016, by and between the holder of the
Sixty Soho Pari Passu Companion Loan and the holder of the Sixty Soho Mortgage Loan, relating to the relative rights of such
holders of the Sixty Soho Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 






    	 	-106-	 



     


    

 


“Sixty Soho Mortgaged Property”:
The Mortgaged Property that secures the Sixty Soho Whole Loan.


 


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


 


“Sixty Soho PSA”:
Any pooling and servicing agreement that creates a trust whose assets include the Sixty Soho Controlling Pari Passu Companion Loan.


 


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


 


“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 X-E, Class X-F, Class X-G, Class E, Class F and Class G Certificates; provided,
that the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, and Class
D Certificates have been reduced to zero.


 


“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, CWCapital 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 Serviced REO 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 Serviced REO Loan, 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.


 


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


 


“Sponsors”: The
Mortgage Loan Sellers.


 






    	 	-107-	 



     


    

 


“SSTII Self Storage Portfolio
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 28, 2016, by and between the
holder of the SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan and the holder of the SSTII Self Storage Portfolio
Mortgage Loan, relating to the relative rights of such holders of the SSTII Self Storage Portfolio Whole Loan, as the same may
be further amended in accordance with the terms thereof.


 


“SSTII Self Storage Portfolio
Mortgage Loan”: With respect to the SSTII Self Storage Portfolio Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-1,
and is pari passu in right of payment with the SSTII Self Storage Portfolio Serviced Pari Passu Companion Loan to the extent
set forth in the SSTII Self Storage Portfolio Intercreditor Agreement.


 


“SSTII Self Storage Portfolio
Mortgaged Property”: The Mortgaged Property that secures the SSTII Self Storage Portfolio Whole Loan.


 


“SSTII Self Storage Portfolio
Serviced Pari Passu Companion Loans”: With respect to the SSTII Self Storage Portfolio Whole Loan, as of the Closing
Date, the pari passu companion loan evidenced by the related promissory note A-2, made by the related Mortgagor and secured by
the Mortgage on the SSTII Self Storage Portfolio Mortgaged Property, which is not included in the Trust and which is pari passu
in right of payment to the SSTII Self Storage Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the SSTII Self Storage Portfolio Intercreditor Agreement.


 


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


 


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


 


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


 


(i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor on or prior
to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination or advanced
by the Master Servicer as of the most recent Distribution Date coinciding with or preceding such date of determination;


 






    	 	-108-	 



     


    

 


(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) and on or prior to the Determination Date for the most
recent Distribution Date coinciding with or preceding such date of determination;


 


(iii)        the
principal portion of all Insurance and Condemnation Proceeds 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 on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination;
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 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 on or prior to the Determination
Date for the most recent Distribution Date coinciding with or preceding such date of determination.


 


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 as of the most recent Distribution Date coinciding
with or preceding such date of determination; and


 


(ii)         the
principal portion of all Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues received with respect to such
REO Loan on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of
determination.


 


Notwithstanding anything herein to
the contrary, if a Mortgage Loan or REO Loan is paid in full or the Mortgage Loan or REO Loan (or any REO Property) is otherwise
liquidated, then as of the first Distribution Date that relates to the first Determination Date coinciding with or following to
the date of such event, and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal
Balance of the Mortgage Loan or REO Loan will be zero.


 


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


 






    	 	-109-	 



     


    

 


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, Class F and Class G 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).


 






    	 	-110-	 



     


    

 


“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.


 


“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 Capital I Trust 2016-UBS11”.


 


“Trust Fund”: The
corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with
the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest
therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii)
any letters of credit, indemnities, guaranties or lease enhancement policies


 






    	 	-111-	 



     


    

 


given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust Fund.


 


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


 


“Trustee”: Wells
Fargo 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/Trustee 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.


 


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


 


“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”:
Morgan Stanley & Co. LLC, UBS Securities LLC, KeyBanc Capital Markets Inc. and Natixis Securities Americas LLC.


 


“Underlying Class(es)”:
With respect to each Class of Class X Certificates, the Class(es) of Principal Balance Certificates set forth in the table below
next to such Class of Class X Certificates whose Certificate Balance(s) comprise the Notional Amount of such Class of Class X Certificates.


 






    	 	-112-	 



     


    

 


	
        Class
	 	
        Underlying Class(es)

	Class X-A	 	Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4
	Class X-B	 	Class A-S, Class B and C
	Class X-D	 	Class D
	Class X-E	 	Class E
	Class X-F	 	Class F
	Class X-G	 	Class G


 


“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.


 


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


 


“Unscheduled Principal Distribution
Amount”: With respect to any Distribution Date, the aggregate of the following to the extent not included in the Unscheduled
Principal Distribution Amount for any prior Distribution Date: (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 and Workout Fees payable in respect of the related Mortgage Loan as of the date
of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such amount was transferred into
the Collection Account during the related Collection Period, accrued interest on Advances and other additional expenses of the
Trust incurred in connection with the related Mortgage Loan and payable as of the date of receipt of such proceeds) 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


 






    	 	-113-	 



     


    

 


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 Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, 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).


 


“Vertex Pharmaceuticals HQ
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 15, 2016, by and between the
holders of the Vertex Pharmaceuticals HQ Non-Serviced Pari Passu Companion Loans and the holder of the Vertex Pharmaceuticals HQ
Mortgage Loan, relating to the relative rights of such holders of the Vertex Pharmaceuticals HQ Whole Loan, as the same may be
further amended in accordance with the terms thereof.


 


“Vertex Pharmaceuticals HQ
Mortgage Loan”: With respect to the Vertex Pharmaceuticals HQ Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-2-1 and
A-2-2, and is pari passu in right of payment with the Vertex Pharmaceuticals HQ Non-Serviced Pari Passu Companion Loans
to the extent set forth in the Vertex Pharmaceuticals HQ Intercreditor Agreement.


 


“Vertex Pharmaceuticals HQ
Mortgaged Property”: The Mortgaged Property that secures the Vertex Pharmaceuticals HQ Whole Loan.


 


“Vertex Pharmaceuticals HQ
Non-Serviced Pari Passu Companion Loans”: With respect to the Vertex Pharmaceuticals HQ Whole Loan, as of the closing
date, the pari passu companion loans evidenced by the related promissory notes A-1, A-2-3, A-3-1, A-3-2, A-4, A-5, A-6-1, A-6-2
and A-7, made by the related Mortgagor and secured by the Mortgage on the Vertex Pharmaceuticals HQ Mortgaged Property, which are
not included in the Trust and which are pari passu in right of payment to the Vertex Pharmaceuticals HQ Mortgage Loan to
the extent set forth in the related Mortgage Loan documents and as provided in the Vertex Pharmaceuticals HQ Intercreditor Agreement.


 






    	 	-114-	 



     


    

 


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


 


“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 of such Class, and the denominator of which is equal to the aggregate Certificate
Balance of all Classes of the Principal Balance Certificates, in each case determined as of the prior Distribution Date (and solely
in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j), such numerator and denominator shall take into account any notional
reduction in the Certificate Balance of any Class of Principal Balance Certificates for Cumulative Appraisal Reduction Amounts
allocated to such Class). 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 V nor Class R 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 immediately following the preceding Distribution Date (or, in the case of the initial
Distribution Date, as of the Closing Date).


 


“WFCM 2016-BNK1 PSA”:
The pooling and servicing agreement, dated as of August 1, 2016, between Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


“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.


 






    	 	-115-	 



     


    

 


“Whole Loan”: Any
of (i) the Vertex Pharmaceuticals HQ Whole Loan, (ii) the SSTII Self Storage Portfolio Whole Loan, (iii) the 132 West 27th Street
Whole Loan, (iv) the Plaza Mexico - Los Angeles Whole Loan and (v) the Sixty Soho 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) at a rate equal
to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments, prepayments (provided
that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect or a Material Breach shall
not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding any amount
for which a Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest) received on a Specially
Serviced Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section
3.11(c) of this Agreement; provided, that in no event shall the Workout Fee exceed $1,000,000, in the aggregate with
respect to any particular workout of a Mortgage Loan (together with any related Serviced Companion Loan) that is a Specially Serviced
Loan; provided, further, that after receipt by the Special Servicer of Workout Fees with respect to a 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, 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.


 


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(c), a rate equal to 1.00%.


 


“Yield Maintenance Charge”:
With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower
in connection with a principal prepayment on, or other early collection of principal of, a Mortgage


 






    	 	-116-	 



     


    

 


Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the
lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount
that such Yield Maintenance Charge may be.


 


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


 


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


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, 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 equal to (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


 






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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 Pari Passu 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 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.


 


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 (and are so assigned hereunder); (iii) the Depositor’s rights under any Intercreditor
Agreement and, if applicable, the related Non-Serviced Mortgage Loan PSA or Other Pooling and Servicing Agreement with
respect to any Mortgage Loan that is part of a Whole Loan; and (v) all other assets included or to be included in the
Lower-Tier REMIC or the Grantor Trust (in each case, other than (w) payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date; (x) prepayments of principal collected on or before the Cut-off Date; (y) with
respect to those Mortgage Loans that were closed in August 2016 but have their first Due Date in September 2016, any
interest amounts relating to the period prior to the Cut-off Date; and (z) any Retained Defeasance Rights and Obligations
with respect to the Mortgage Loans) (collectively, the “Conveyed Assets”). 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 1, 2, 4.1 (other than clause 4.1.7 and clause 4.1.14), 5,
9, 10, 11, 12, 13, and 15 thereof in connection with any exercise of rights under the assigned sections, and the


 






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Depositor
shall use its best efforts to make available to the Trustee the benefits of such sections 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 documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition
of “Mortgage File” and (B) on or before the date that is 45 days following the Closing Date (or such later date as
may be provided under Sections 2.01(b) or (c) hereof with respect to any item), 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 (which
delivery shall be subject to the penultimate paragraph of the definition of “Mortgage File”), any other items required
to be delivered or deposited by the Mortgage Loan Seller pursuant to this Section 2.01(b) or Section 2.01(c) of this
Agreement (other than amounts from reserve accounts (which shall be delivered in accordance with Section 2.01(f) of this
Agreement) and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan, and to
take such other actions and pay such costs with respect to the Mortgage Loans as may be contemplated to be taken or paid by the
applicable Mortgage Loan Seller under Sections 2.01(b) and (c) hereof. 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


 






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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 (if intended to be recorded or filed), for any other reason, including,
without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the
Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of
the original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the
Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing
Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver
(in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor
of the Trustee referred to in clause (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 the penultimate paragraph
of 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 the original to the Master


 






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Servicer within ten (10) Business Days
following the Closing Date (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11”), 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 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 shall, at its sole cost and expense, cause each Assignment
of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and each, individually, an “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable
Mortgage Loan Purchase Agreement to be prepared in proper form for filing or recording, as applicable, and promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and Seller’s actual receipt of the related
documents and the necessary recording and filing information) 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 applicable Mortgage Loan Seller 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). 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


 






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related
Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent
shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days
after receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred eighty (180) days after the Closing Date, the related
Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case
may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date,
the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such
confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses
satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the
land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation
that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event
that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall cause (and pay the expenses for) the preparation
of, and execute, 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 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 each Mortgage Loan shall be deemed to have been transferred from the
applicable Mortgage Loan Seller 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 related Mortgage
File (to the extent not already delivered or made available to the Master Servicer) shall be delivered by the Depositor or the
applicable Mortgage Loan Seller to the Master Servicer within five (5)


 






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Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File and shall include, with respect to any Whole Loan, a
copy of the Mortgage Note evidencing each related Companion Loan.


 


(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 Mortgage Loans secured by the Mortgaged Properties listed on Schedule 3 hereto, which are each subject to
a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or
request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders
or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort
letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee
shall provide any such required notice or make any such required request to the related franchisor (with a copy of such notice
or request to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter).


 


(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 Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via e-mail to
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 addressed to the Depositor and signed
by an authorized officer of the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded


 






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to
the IntraLinks Site constitute 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
Mortgage Loan Seller (the “Diligence File Certification”).


 


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)          On
the Closing Date in respect of the Initial Certification, and within sixty (60) days after the Closing Date in respect of the Final
Certification (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 examine the Mortgage Files in its possession and shall deliver 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)) a certification (the “Initial Certification”
and the “Final Certification”, respectively, in the respective forms set forth as Exhibit Q-1 and Exhibit
Q-2 hereto), that, except as specifically identified in any exception report annexed to such writing (the applicable “Custodial
Exception Report”), (i) with respect to the Initial Certification, (A) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” are in its possession,
(B) the documents listed in clause (A) 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 (C) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”, and (ii) with respect to the Final Certification, (A) 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) of the definition of
“Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to this
Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage File” to
the extent known by a Responsible Officer of the Custodian (on


 






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the
Trustee’s behalf) to be required pursuant to this Agreement, are in its possession, (B) the documents listed in clause
(A) have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity
date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (D) each Mortgage Note
has been endorsed as provided in clause (i) of the definition of “Mortgage File”. With respect to each Mortgage
Loan listed on a 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-2, certify in writing to each of the Depositor,
the 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 to relate to such Mortgage Loan, (iii) based on such
examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address
(excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File, and (iv) each Mortgage Note has been endorsed as provided
in clause (i) of the definition of “Mortgage File”.


 


(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


 






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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, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period
of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting
to recover the document from the applicable filing or recording office and provides an officer’s certificate setting forth
what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution,
upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter
of credit to the 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


 






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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.


 


(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


 






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(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 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 Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 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.


 






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If the Depositor, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given, and such notice
was not received from or copied to the 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.


 


(h)          The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2 of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) limited powers of attorney substantially in the form attached as Exhibit 4 thereto in favor of the Custodian (on behalf of
the Trustee), the Master Servicer and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event
of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, to sign
and/or submit, or to cause the Custodian to sign and/or submit for recording, at the expense of Seller, any mortgage loan documents
required to be recorded as described in Section 2.01 of this Agreement and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee (or the Custodian on its behalf)). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian,
the Trustee, the Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto
that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of
(i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller,
but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Loan. The Custodian, the Master Servicer or the Special Servicer, as applicable, shall submit such
documents for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above, provided, the
Custodian, the Master Servicer or the Special Servicer, as applicable, shall not submit such assignments for recording if the related
Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies
that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section 2.03     Representations, Warranties
and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage


 






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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 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 Master Servicer or the Special Servicer, as applicable, 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


 






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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 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
obligation to be treated as a qualified mortgage (a “Qualified Mortgage Material Defect”), not later than ninety
(90) days after the applicable Mortgage Loan Seller’s receipt of notice of or, if earlier, such Mortgage Loan Seller’s
discovery of such Material Defect or receipt of notice of such Material Defect from any party to this Agreement or (ii) in the
case of 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 such 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 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,
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 shall have an additional ninety (90) days commencing immediately upon
the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or successor REO Loan or 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; provided, further, that, if any such Material Defect is not cured after


 






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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 shall 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). If the affected Mortgage Loan is to be repurchased, funds
in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller, together with the portion of the Asset Representations
Reviewer Asset Review Fees attributable to the Asset Review with respect to such Mortgage Loan, shall be remitted by such Mortgage
Loan Seller 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, agrees to 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 remitted by wire transfer to the Master Servicer for deposit
into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection with
any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special
Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were
subject to a Servicing Transfer Event), with the Servicing File and and all information, documents and records relating to such
Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special Servicer to
calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were subject to a
Servicing Transfer Event). The Loss of 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 the related 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


 






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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(b) 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 such remittance, the related Mortgage Loan Seller shall be
deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related
Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related
Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related
Mortgage Loan Seller. Periodic Payments due with respect to a 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 a 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 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 securing 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.


 






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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 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 Defects shall be deemed to constitute a “Material
Defect” to the extent the absence of the related document results from the applicable Mortgage Loan Seller’s failure
to deliver such document: (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 (or, with respect to any Non-Serviced Mortgage Loan, a copy
thereof) 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, if the Mortgage Loan is secured
solely by the related Ground Lease. 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 Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable,
of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related
Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue
a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File herein, in lieu
of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect
to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing
Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements
under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt
pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove
delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized
as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan
Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for
in Section 8.01 hereof. This Section 2.03(c)


 






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shall
have no impact on any determination as to whether a Breach with respect to any Mortgage Loan constitutes a Material Defect.


 


(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, upon (i) deposit of the full amount of the Purchase Price or Substitution Shortfall Amount (as the case
may be) for such Mortgage Loan in the account designated therefor by the Certificate Administrator on behalf of the Trustee as
the assignee of Depositor (or the Master Servicer on behalf of the Trustee), (ii) if applicable, receipt by the Trustee as the
assignee of Depositor (or the Custodian) of the Mortgage File for any Qualified Substitute Mortgage Loan to be substituted for
a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b) to be delivered
by the related Mortgage Loan Seller, and (iii) delivery by the related Mortgage Loan Seller to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a receipt executed by the related Mortgage Loan Seller
evidencing such repurchase or substitution, the related Mortgage Loan Seller shall be entitled to (x) a release of the Mortgage
File and any other items previously required to be delivered by the related Mortgage Loan Seller under Sections 2.01(b) and
(c) for the repurchased or replaced Mortgage Loan to the related Mortgage Loan Seller or its designee, (y) the execution and
delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by the
related Mortgage Loan Seller and are reasonably necessary to vest in the related Mortgage Loan Seller or its designee the legal
and beneficial ownership of such repurchased or replaced Mortgage Loan (including property acquired in respect thereof and proceeds
of any insurance policy with respect thereto) and the related Mortgage Loan documents, any portion of the related Servicing File
and any Escrow Payments, reserve funds and any other items previously required to be delivered by the related Mortgage Loan Seller
under Sections 2.01(b) and (c), held by or on behalf of the Custodian, the Master Servicer or the Special Servicer, as the
case may be, with respect to the repurchased or replaced Mortgage Loan, in each case at the expense of the related Mortgage Loan
Seller, and (z) the execution and delivery of notice to the affected Mortgagor of such transfer of such repurchased or replaced
Mortgage Loan.


 


(e)          Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)          The
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced Loans) or the Special Servicer (in the case of Specially
Serviced Loans) shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at
such time as the Master Servicer or the Special Servicer, as applicable, would require were it, in its individual capacity, the
owner of the affected Mortgage Loan(s). Any costs incurred by the Master Servicer or the Special Servicer, as applicable, with
respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase
Agreement shall,


 






    	 	-135-	 



     


    

 


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 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, 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 expenses of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer or the Special Servicer, as applicable, allocable to such Mortgage Loan. The Master Servicer or, with respect to
any Specially Serviced 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, that the Master Servicer or Special Servicer, as applicable, determines in
the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair its 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


 






    	 	-136-	 



     


    

 


Criteria.
In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan
Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed
Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying
Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed
Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents
or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided in this Section
2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall remain in full force and effect without
any modification thereof.


 


(i)           Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, 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 Trustee 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 Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against
its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both
parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage
Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)          (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage


 






    	 	-137-	 



     


    

 


Loan
and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall
promptly forward that Certificateholder Repurchase Request to the Master Servicer or the Special Servicer, as applicable, and
such party 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 Master Servicer (in the case of Mortgage Loans that are not Specially
Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) (the “Enforcing Servicer”)
shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)          In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller
with respect to a PSA Party Repurchase Request. 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 Mortgage Loans that are not 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 (the “Proposed Course
of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer their
agreement with or dissent from such Proposed Course of Action within thirty (30) days of date of such notice and a


 






    	 	-138-	 



     


    

 


disclaimer
that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder
disagrees with the Proposed Course of Action 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, (c) a statement that responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their
responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall tabulate
within three (3) Business Days after the expiration of the 30-day response period the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator may only count responses timely received and
clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
may not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. The Certificate Administrator’s obligations in connection with this approval process
shall be limited to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course
of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The
Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority
of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the
Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes
to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing
Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan
Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written
notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”)
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 for
purposes of determining the course of action approved by the majority of Certificateholders.


 


(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


 






    	 	-139-	 



     


    

 


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.


 


(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 multiple Requesting Certificateholders 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


 






    	 	-140-	 



     


    

 


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, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other
Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances
known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


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


 


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


 


(viii)      For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


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


 


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


 


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


 


(ii)         The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise


 






    	 	-141-	 



     


    

 


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 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


 






    	 	-142-	 



     


    

 


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 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 Enforcing 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;


 






    	 	-143-	 



     


    


 


(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 contain an acknowledgment that the Enforcing Servicer on behalf of the Trust shall be a party to any arbitration or mediation
proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that
the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination
Event has not occurred and is continuing and subject to the time periods for such consultation set forth in this Agreement) and
in accordance with the Servicing Standard; provided, further, that Material Dispute Resolution Actions of the Enforcing
Servicer in representing the Trust in such arbitration or mediation shall be subject to the consent of the Directing Certificateholder
(provided that no Control Termination Event has occurred and is continuing and subject to the provisions relating to Major
Decisions in Section 6.08). The Directing Certificateholder’s consent shall be deemed given (unless earlier consented
to or objected to) within ten (10) Business Days of the Directing Certificateholder’s receipt of the Enforcing Servicer’s
recommendation; provided, that if the Directing Certificateholder objects within such ten (10) Business Day period and the
Directing Certificateholder and the Enforcing Servicer cannot agree within fifteen (15) Business


 



    	 	-144-	 



     


    

 


Days of the Directing Certificateholder’s
receipt of the initial recommendation, the Enforcing Servicer shall take such action as directed by the Directing Certificateholder
(or, if such direction is not in accordance with the Servicing Standard, the Enforcing Servicer may take such action as provided
in its most recently submitted recommendation). 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, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


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


 


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


 


(ix)       Any
expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities
pursuant to this Agreement shall be reimbursable as additional trust fund expenses.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the assignment to it of the
Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files
and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it
of all of the other assets included in the Lower-Tier REMIC


 



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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 Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests
to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute
and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates,
and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in
authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates,
the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class V Certificates 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.


 


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


 


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 Serviced Mortgage Loans, any related Serviced Companion Loans and any related REO Properties for
which it is responsible in accordance with applicable law, this Agreement, the Mortgage Loan documents and any related
Intercreditor Agreements 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


 



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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 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 or 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 a
related Companion Loan that 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


 



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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.


 


To the extent consistent with and subject
to any express limitations and provisions set forth in this Agreement (and, in the case of any Serviced Whole Loan, subject to
the applicable Intercreditor Agreement), the Master Servicer shall have the right to perform the following actions with respect
to a Mortgage Loan (or related Whole Loan) (and, in the case of a Non-Serviced Mortgage Loan, subject to the servicing thereof
by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer): (A) to execute and deliver, on behalf of the
Certificateholders (and in connection with any Whole Loan, the holder of any related Serviced Pari Passu Companion Loan) and the
Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates,
financing statements, continuation statements, title endorsements and reports and other documents and instruments necessary to
preserve and maintain the lien on the related Mortgaged Property and related collateral), (B) to consent to assignments and assumptions
or substitutions, and transfers of interest of any Mortgagor, in each case subject to and in accordance with the terms of the related
Mortgage Loan and the terms described in Section 3.08, (C) to collect any insurance proceeds, (D) subject to the terms described
in Section 3.08, to consent to any subordinate financings to be secured by any related Mortgaged Property to the extent that such
consent is required pursuant to the terms of the related Mortgage or which otherwise is required, and subject to the terms described
in Section 3.08, to consent to any mezzanine debt to the extent such consent is required pursuant to the terms of the related Mortgage,
(E) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related
Mortgaged Property or otherwise and to administer and monitor the application of such proceeds and awards in accordance with the
terms of the Mortgage Loan as the Master Servicer deems reasonable under the circumstances, (F) to execute and deliver, on behalf
of the Certificateholders (and the holders of any Serviced Pari Passu Companion Loan) and the Trustee, documents relating to the
management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties, including agreements and
requests by the Mortgagor with respect to modifications of the standards of operation and management of the Mortgaged Properties
or the replacement of asset managers, (G) to consent to any operation or action under a Mortgage Loan that is contemplated or permitted
under a Mortgage or other documents evidencing or securing the applicable Mortgage Loan (either as a matter of right or upon satisfaction
of specified conditions), (H) to obtain, release, waive or modify any term other than a Money Term of a Mortgage Loan and related
documents subject to and to the extent permitted by the terms described in Section 3.18, (I) to exercise all rights, powers and
privileges granted or provided to the holder of the Mortgage Notes and any Serviced Pari Passu Companion Loan under the terms of
the Mortgage, including all rights of consent or approval thereunder, subject to the terms described in Section 3.08 and Section
3.18, (J) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements
which may be requested by the Mortgagor or the Mortgagor’s tenants, (K) to join the Mortgagor


 



    	 	-148-	 



     


    

 


in granting, modifying or releasing
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value of the related Mortgage Loan or Mortgaged Property,
(L) to execute and deliver, on behalf of itself, the Trustee, the Trust (and the holders of any Serviced Pari Passu Companion Loan)
or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, and (M) to hold in accordance
with the terms of any Mortgage Loan and this Agreement any defeasance collateral. The foregoing clauses (A) through (M) are referred
to collectively as “Master Servicer Consent Matters”). Notwithstanding anything to the contrary herein, any
action of the Master Servicer in respect of a Mortgage Loan (or related Whole Loan) that does not constitute a Master Servicer
Consent Matter will require the consent of the Special Servicer (subject to the process and timing set forth in Sections 3.08
and 3.18 of this Agreement).


 


Without limiting the foregoing, subject
to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any 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, 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.
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


 



    	 	-149-	 



     


    

 


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
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


 



    	 	-150-	 



     


    

 


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, 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. The Master Servicer shall
prepare and make all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee’s security interest in such property, including without limitation
(i) continuation statements, and (ii) such other statements as may be occasioned by any transfer of any interest of the Master
Servicer or the Depositor in such property. In connection herewith, the Trustee shall have all of the rights and remedies of a
secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. In connection herewith,
the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force
in the relevant jurisdiction. 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 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


 



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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 and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to
the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of
credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to
a leasehold interest on 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 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


 



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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 a Servicing Advance
with respect to any Serviced Companion Loan to the extent the related Serviced Pari Passu 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 Pari Passu 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 Pari Passu Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the


 



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related Serviced Pari
Passu 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 Pari Passu 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 Pari
Passu Mortgage Loan ceases to be part of the Trust Fund; provided, 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 Pari Passu 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)          In
connection with the securitization of the Sixty Soho Controlling Pari Passu Companion Loan, while it is a Serviced Companion Loan,
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for
inclusion in any disclosure document(s) relating to the applicable Other Securitization.


 


(o)          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


 



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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 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, 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 the other Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 






    	 	-156-	 



     


    

 


third, to the extent
not previously allocated pursuant to clause first or clause second, 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) after taking into account any allocations pursuant to clause fifth below
on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third
that either (a) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or (b) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made;


 


fourth, to the extent
not previously allocated pursuant to clause first or clause second, as a recovery of principal of such
Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder;


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) 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, plus (ii) any accrued and unpaid interest (exclusive of default interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of
such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 






    	 	-157-	 



     


    

 


eleventh, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable,
accrued and unpaid Excess Interest (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 Serviced Pari Passu Mortgage Loan that is part of a Serviced Whole Loan,
amounts collected with respect to such 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 Pari Passu 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


 



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reimbursed from principal collections on the other 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 or clause second, 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) after taking into account any allocations pursuant to clause fifth
below or clause fifth of Section 3.02(b)(i) above on earlier dates, the aggregate portion of the accrued
and unpaid interest described in subclause (i) of this clause third that either (a) was not advanced because
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or (b) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


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


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) 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, plus (ii) any accrued and unpaid interest (exclusive of default interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of
such accrued and unpaid interest pursuant to this clause fifth or clause fifth of subsection (b)(i)
above 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, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest
(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


 






    	 	-159-	 



     


    

 


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 Serviced Pari Passu Mortgage Loan
that is part of a Serviced Whole Loan, amounts collected with respect to such 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 Pari Passu Mortgage
Loan shall be subject to application as described above.


 


(iii)       Notwithstanding
subsections 3.02(b)(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 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


 



    	 	-160-	 



     


    

 


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, and (ii) promptly following the Certificate
Administrator’s receipt of notice of the Sixty Soho Companion Loan Securitization Date (which notice shall contain the
related Non-Serviced Master Servicer’s address), in the case of the Sixty Soho 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 (who shall  forward, deliver or otherwise make available the related items to the Special
Servicer (if the related Non-Serviced Mortgage Loan is a Specially Serviced Loan) and, prior to the occurrence and
continuance of a Consultation Termination Event, the Directing Certificateholder) 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


 



    	 	-161-	 



     


    

 


interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage
Loan or Companion Loan; provided, that in no event shall the Master Servicer be required to remit to any Mortgagor any
amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related
Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for
maintenance of the Servicing Accounts.


 


(b)          The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Serviced Mortgage Loans 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 Serviced Mortgage Loans 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 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
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 Serviced Mortgage Loan 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, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided,
further, that with respect to the payment of


 



    	 	-162-	 



     


    

 


taxes and assessments, the Master Servicer shall not be required to make such
advance until the later of (i) five (5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date
after which any penalty or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master
Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on
which the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property;
provided, 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, other than for Servicing
Advances to be made on an emergency or urgent basis, the Special Servicer shall not be entitled to make such a request more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business Days of making such a Servicing Advance,
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Servicing Advance, along with all
information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the Master
Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse
the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special
Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made by wire transfer
of immediately available funds to an account designated in writing by the Special Servicer within five (5) Business Days of the
written request therefor pursuant to the preceding sentence and any information the Master Servicer reasonably requests in order
to make a recoverability determination. 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


 



    	 	-163-	 



     


    

 


and, if applicable, such Nonrecoverable Servicing Advance shall
instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special Servicer
that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on
such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the first
Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer
if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced
Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,
but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer
in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the Special
Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a 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 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


 



    	 	-164-	 



     


    

 


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 subordinate or pari passu
nature of any related 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, 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 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 Serviced Mortgage
Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations


 



    	 	-165-	 



     


    

 


within a reasonable
time after the later of the Closing Date and the date as of which action or remediations are required to be or to have been taken
or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which actions
or remediations are required to be or to have been taken or completed.


 


Section 3.04     The Collection Account,
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the
Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve 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;


  






    	 	-166-	 



     


    

 


(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


 


(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 Midland Loan Services, a Division of PNC 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.


 






    	 	-167-	 



     


    

 


(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), and (iii) the Excess Interest
Distribution Account for the benefit of the Holders of the Class V 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, 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, 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.


 






    	 	-168-	 



     


    

 


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


 


In addition to the amounts required
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, 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.


 






    	 	-169-	 



     


    

 


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,
or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the
Certificate Administrator; provided, 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 Wells
Fargo Bank, National Association, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage
Pass-Through Certificates, Series 2016-UBS11 as their interests may appear”, or in the name of any successor trustee, as
Trustee for the Holders of the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11 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, and the Lower-Tier REMIC
Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give
notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess
Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if established,
the Gain-on-Sale Reserve Account prior to any change thereof.


 






    	 	-170-	 



     


    

 


For the avoidance of doubt, the Collection
Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account, if it is a sub-account
of the Collection Account, the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account,
the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection Account holding
Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Grantor
Trust for the benefit of the Holders of the Class V Certificates; the Companion Distribution Account (including interest, if any,
earned on the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution
Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each
for federal income tax purposes.


 


(c)          Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or 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 are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer,
which shall 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.


 






    	 	-171-	 



     


    

 


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


 


(g)          [RESERVED].


 


(h)          [RESERVED].


 


(i)           If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Master 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, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, remit such Loss of Value Payments to the Master Servicer, which shall deposit such Loss of Value Payments
(and any other Loss of Value Payments received by it) promptly upon receipt in the Loss of Value Reserve Fund. 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 shall 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;


 






    	 	-172-	 



     


    

 


(ii)        (A)
to pay itself (or, with respect to any Excess Servicing Fee Rights, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially
Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause
(ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable,
being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form
of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the
Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan
or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any
inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds,
Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in
the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (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(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection
with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to 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


 



    	 	-173-	 



     


    

 


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 Pari Passu Mortgage Loan and
not from any amounts collected with respect to any related Serviced 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 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 Serviced Mortgage Loan or any related Companion Loan or any REO Property being limited to,
as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that,
in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of
the related Intercreditor Agreement with respect to a Serviced 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), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account related to any Mortgage Loan); provided, 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


 



    	 	-174-	 



     


    

 


REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement (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 Pari Passu 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 Pari Passu 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 Pari Passu 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 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
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,


 



    	 	-175-	 



     


    

 


interest on P&I Advances on any Serviced Pari Passu Mortgage
Loan shall not be paid from funds actually distributable to any related Serviced 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 the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
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 the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable, in connection
with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable Mortgage Loan
Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise;
provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced 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, in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced 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, 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


 



    	 	-176-	 



     


    

 


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 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, 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
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


 



    	 	-177-	 



     


    

 


respective Stated Principal Balances, 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 related 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;


 


(xviii)   to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)      to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xx)       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


 



    	 	-178-	 



     


    

 


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.


 


The Master Servicer shall use commercially
reasonable efforts to remit to the Distribution Account on the Remittance Date for a Collection Period any Balloon Payments received
during the period that begins two (2) Business Days immediately preceding such Remittance Date and ends on such Remittance 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 Balloon Payments are subsequently received by the Master
Servicer and will be remitted by the Master Servicer to the Certificate Administrator for deposit in the Distribution Account on
the related Remittance Date as described in the preceding sentence for potential inclusion as part of the Available Funds for such
Distribution Date, then the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator
shall 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. For purposes of the definitions of “Available Funds” and “Principal Distribution Amount,”
any Balloon Payments that are received on or prior to the Remittance Date in any Collection Period but are includable in the distributions
on the Distribution Date in such Collection Period as provided above shall each be deemed to have been collected in the prior Collection
Period.


 


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.


 






    	 	-179-	 



     


    

 


(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, the Certificate Administrator/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


 






    	 	-180-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(e)          [RESERVED].


 


(f)          Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee 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/Trustee 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.


 






    	 	-181-	 



     


    

 


(g)          If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Master Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer
shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause
(v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business
Days’ prior notice of such final Distribution Date) promptly transfer such Loss of Value Payments (up to the remaining portion
thereof) from the Loss of Value Reserve Fund to the Collection Account for the following purposes:


 


(i)         to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)        to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)        following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)        On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(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 (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage 


 



    	 	-182-	 



     


    

 


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 (g)(i)–(g)(iv) of
the prior paragraph.


 


(i)          The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06     Investment of
Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or
reserve account held by the Master Servicer (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 other Servicing Account, escrow account or reserve
account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account 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, the REO Account or any other escrow accounts or reserve accounts, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical
possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a
“security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the
Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to
cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve 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


 



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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 other Servicing
Account, escrow account or reserve account maintained by or for the Master Servicer to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the
extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest
and investment income realized on funds deposited in the REO Account 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 or the
REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing
Account, escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account 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


 



    	 	-184-	 



     


    

 


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 Serviced Mortgage Loans and any related Serviced Companion Loan) shall use its
efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to
REO Properties related to Serviced Mortgage Loans) 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 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 Serviced Mortgage Loans and any related Serviced Companion Loan) or the Special Servicer (with
respect to REO Properties related to Serviced Mortgage Loans) 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 in accordance with the Servicing Standard; provided, 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. All
Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other
than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of
REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii)
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing
Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related
Mortgage Loan


 



    	 	-185-	 



     


    

 


(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 Serviced Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing, with
respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the Mortgagor to maintain
“all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally
requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage Loan (including
any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master Servicer
shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies
for the related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer and the Special Servicer
shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions,
(B) request the Mortgagor to either purchase insurance against


 



    	 	-186-	 



     


    

 


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 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


 



    	 	-187-	 



     


    

 


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 shall 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 securing a Serviced
Mortgage Loan is in a federally designated special flood hazard area (and such flood insurance has been made


 



    	 	-188-	 



     


    

 


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 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 (or pay such amounts
from the Collection Account if it determines such Advance would be a Nonrecoverable Advance).


 


(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 (or from the Collection Account if it determines such
Advance would be a Nonrecoverable 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-” by S&P, “A-” by KBRA (if rated by KBRA) 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.


 


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


 






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


 


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


 


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


 


then, for so long as such Mortgage
Loan (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), 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) with respect to such waiver
of rights, if such waiver is by the Master Servicer, the Master Servicer shall obtain the prior written consent (or deemed consent)
of the Special Servicer (it being understood that, if the Master Servicer is recommending approval of such action, the Master Servicer
shall promptly provide the Special Servicer with notice of any request for such action, 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) (which consent will be deemed given 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 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, which consent will be deemed
given ten (10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation
and analysis with respect to such waiver and 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 (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) and (ii) with respect to any Mortgage Loan
that (A) represents at least 5% of the aggregate Certificate Balance of the Principal Balance Certificates, (B) has an unpaid principal
balance that exceeds $35 million or (C) is one of the then current ten (10) largest Mortgage Loans or groups of cross-collateralized
Mortgage Loans based on principal balance, a Rating Agency Confirmation is received by the Master Servicer or the Special Servicer,
as the case may be, with respect to each Rating Agency


 



    	 	-190-	 



     


    

 


and any applicable rating agency rating any class of Serviced Companion
Loan Securities (provided that, no such Rating Agency Confirmation will be required if such Mortgage Loan has an unpaid
principal balance 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 each such Rating
Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall prepare and deliver to the 17g-5 Information
Provider (who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
a memorandum outlining its analysis and recommendation in accordance with the Servicing Standard, together with copies of all relevant
documentation, and the Master Servicer or the Special Servicer, as applicable, shall promptly forward copies of the assignment
and assumption documents relating to such Mortgage Loan to the Master Servicer or the Special Servicer, as applicable, the Certificate
Administrator, the Custodian, the 17g-5 Information Provider (who shall post such documents on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)), the Trustee, and the Master Servicer or the Special Servicer, as applicable.


 


If any Serviced Mortgage Loan or related
Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred without
the consent of the mortgagee; provided that certain conditions 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 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


 






    	 	-191-	 



     


    

 


(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 Serviced Mortgage Loan that is not a Specially Serviced Loan) or the Special Servicer (with respect to any Specially
Serviced Loan), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to a”due-on-encumbrance”
clause (1) to accelerate the payments thereon, or (2) to withhold its consent to the creation of any additional lien or other encumbrance,
consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided, that the Master Servicer,
prior to itself taking such an action, has obtained the consent (or deemed consent) of the Special Servicer (it being understood
that, if the Master Servicer is recommending approval of such action, the Master Servicer shall promptly provide the Special Servicer
with notice of any request for such action, 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 15 Business Days (or 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), (i) 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, which consent shall be deemed given 10 Business Days after the
Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis with respect to
such waiver and 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 (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), and (ii) the Master Servicer or the Special Servicer has received a Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings of any class of Serviced Companion Loan Securities (provided
that 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, 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


 



    	 	-192-	 



     


    

 


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 each such Rating
Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall prepare and deliver to the 17g-5 Information
Provider (who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
a memorandum outlining its analysis and recommendation in accordance with the Servicing Standard, together with copies of all relevant
documentation, and the Master Servicer or the Special Servicer, as applicable, shall promptly forward copies of the documents relating
to such additional lien or other encumbrance with respect to such Mortgage Loan to the Master Servicer or the Special Servicer,
as applicable, the Certificate Administrator, the Custodian, the 17g-5 Information Provider (who shall post such documents on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)), the Trustee, and the Master Servicer or
the Special Servicer, as applicable.


 


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 Master Servicer (with respect to Non-Specially Serviced Loans) or the
Special Servicer (with respect to Specially Serviced Loans) 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


 



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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 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)          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 (and, if applicable, to pay the amount of any fees and expenses of the Asset Representations Reviewer related to the
Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).


 


(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


 



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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 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 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 an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the 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 making
an offer 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.


 






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(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 (and such Opinion of Counsel may be premised on the designation hereby of any such
personal property as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations Section
1.860G-2(h)) with the owner of such personal property for federal income tax purposes to be designated at such time).


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)         such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(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.


 






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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 Pari Passu Mortgage Loan, any related Serviced
Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made
pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or
with respect to any 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


 






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prior
written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the
Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate
Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such
30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection
with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided
that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted
under the related Mortgage Loan documents.


 


(e)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until
the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage
Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(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.


 






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Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any 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 Serviced Mortgage Loan (and any related Companion Loan), the
Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer. Upon
receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery
to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer, as the
case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the
Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall
be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original
being released upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
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


 






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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 and Serviced Companion Loan (and
any successor REO 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 such Mortgage Loan, Serviced 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, Serviced Companion Loan or REO Loan, as the case may be, and in
the same manner as interest is calculated on such Mortgage Loan, Serviced 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 Serviced Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with
respect to any such Mortgage Loan, Serviced 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 such Mortgage Loan,
Serviced Companion Loan and REO Revenues allocable as interest on each such REO Loan, and as otherwise provided by Section
3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any such Mortgage Loan,
Serviced 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


 






    	 	-200-	 



     


    

 


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 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


 






    	 	-201-	 



     


    

 


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), with respect to each
Serviced Mortgage Loan, additional servicing compensation 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
Serviced Mortgage Loans that are Non-Specially Serviced Loans and 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 for the related transaction 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 processing fees received
on any Serviced Mortgage Loans that are Non-Specially Serviced Loans (and on any related Serviced Companion Loans 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 on any Serviced Mortgage Loans (and on any related Serviced Companion
Loans) (provided that, for the avoidance of doubt, any such defeasance fee will not include any Modification Fees or waiver
fees in connection with a defeasance to which the Special Servicer is entitled hereunder); (iii) 100% of assumption, waiver, consent
and earnout fees, and other processing 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 Loans 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 (iv) 50% of all assumption, waiver, consent and earnout
fees, and other processing fees (other than assumption application fees and defeasance fees), pursuant to Section 3.08 and
Section 3.18 on any Serviced Mortgage Loans that are Non-Specially Serviced Loan (and with respect to 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 amounts collected by the master servicer for checks returned for insufficient funds, any charges for beneficiary
statements or demands actually paid by the related Mortgagor (other than with respect to any Specially Serviced Loans) 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 and are actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts
in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.
Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating
to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other
income earned


 






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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 (to the extent not payable by
the Master Servicer as a Compensating Interest Payment) and Prepayment Interest Shortfalls collected on the Serviced Mortgage Loans
and any Serviced Pari Passu Companion Loan, during the related Collection Period. 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.


 


With respect to any of the preceding
fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion
of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce or elect
not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion
of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding anything herein to
the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third
party or retain for itself the Excess Servicing Fee Rights; provided, that in the event of any resignation or termination
of such Master Servicer, all or any portion of the Excess Servicing Fee Rights 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 Excess Servicing Fee Rights shall, by its terms be expressly
subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Excess Servicing Fee to the holder
of the Excess Servicing Fee Rights 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 Midland Loan Services, a Division of PNC 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 Serviced REO Loan. 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


 






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REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed.
The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis,
in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the 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 processing fees, in each case 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 and defeasance fees), and (iv) 50% of all Excess
Modification Fees related to any modifications, waivers, extensions or amendments 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 Serviced Mortgage
Loans that are Non-Specially Serviced Loans (and any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement), 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, 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, 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


 






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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 (together with any related Serviced Pari Passu Companion Loan) again becomes a
Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If
the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination
or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event
of default through a modification, restructuring or Workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan
as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer 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 (a) each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgaged Loan repurchased by a Mortgage Loan Seller, in each case,
subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation
Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received
with respect to any Corrected Loan and the 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


 






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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.


 


With respect to any of the preceding
fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective portion
of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce or elect
not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion
of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer.


 


(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 Serviced Mortgage Loan and any related Companion Loan since the
prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee
for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced
Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced
Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the
applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution
Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section
3.05(a)(vi) 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. 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


 






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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 or Serviced Pari Passu Companion Loan, the management or disposition of any REO Property, or
the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section
3.11; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit 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.


 


(h)          If
the Sixty Soho Mortgage Loan becomes a Specially Serviced Loan prior to the Sixty Soho Companion Loan Securitization Date, the
Special Servicer shall service and administer the related Whole Loan and any related REO Property in the same manner as any other
Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan during the period for which it acts as Special Servicer of such Serviced Whole Loan. With respect to the Sixty Soho
Mortgage Loan, prior to the Sixty Soho Companion Loan Securitization Date, no other special servicer will be entitled to any such
compensation or have such rights and obligations. If the Sixty Soho Whole Loan is still a Specially Serviced Loan on the Sixty
Soho Companion Loan Securitization Date, the related Non-Serviced Special Servicer and the Special Servicer shall be entitled to
compensation with respect to the related Whole Loan as if the Special Servicer were being


 






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terminated as Special Servicer and the
related Non-Serviced Special Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination
as Special Servicer with respect to the Sixty Soho Whole Loan, the Special Servicer shall reasonably cooperate with the related
Non-Serviced Special Servicer in connection with the servicing transition of the Sixty Soho Whole Loan on and after the Sixty Soho
Companion Loan Securitization Date.


 


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 Serviced Mortgage Loan (other than any 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; provided, 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 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, 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, (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


 






    	 	-208-	 



     


    

 


(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 use efforts consistent with the Servicing Standard 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 each Serviced Mortgage Loan) or the Special Servicer (with respect to each REO Property related to a Serviced Mortgage
Loan), as applicable, shall prepare with respect to each related Mortgaged Property or such REO Property, as applicable:


 


(i)          within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing with the quarter ending March 31, 2017,
a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related
Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such
Mortgaged Property or REO Property as of the end of that calendar quarter, provided, that any analysis or report with respect
to the first calendar quarter of each year will not be required to the extent


 






    	 	-209-	 



     


    

 


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 Pari Passu Mortgage Loan is on the CREFC®
Servicer Watch List). The Master Servicer (with respect to each Mortgage Loan) or Special Servicer (with respect to 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 each Mortgage Loan) or Special Servicer (with respect
to 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.


 


(c)        At
or before 2:00 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


 






    	 	-210-	 



     


    

 


CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v)
a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case
with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning September 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 September 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 September 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, 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


 






    	 	-211-	 



     


    

 


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 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


 






    	 	-212-	 



     


    

 


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.


 


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, the Master Servicer 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


 






    	 	-213-	 



     


    

 


Subordinate Companion Loan, as the case may be) obtained by the Master Servicer; provided that,
in connection with such request, the Master Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer generally to the effect that such Person 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 Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)         the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(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;


 






    	 	-214-	 



     


    

 


(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);


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)          the
CREFC® Appraisal Reduction Template;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.09(d);


 


(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);


 






    	 	-215-	 



     


    

 


(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(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)         any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(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;


 






    	 	-216-	 



     


    

 


(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);


 


provided, that with respect to a Control
Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the
Certificate Administrator shall only be required to provide notice of the occurrence and continuance of such event if it has been
notified of or has knowledge of the existence of such Excluded Loan.


 


The Certificate Administrator shall
post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing, all
Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (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


 






    	 	-217-	 



     


    

 


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-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in
the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and
directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access
has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form
of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling
Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless
a loan-by-loan segregation is later 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


 






    	 	-218-	 



     


    

 


Administrator, as applicable, has received a notice substantially in the form of Exhibit P-1E
from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class
Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable
for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as 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


 






    	 	-219-	 



     


    

 


disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “MSC 2016-UBS11” 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;


 





    	 	-220-	 



     


    

 


(xii)      any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)     any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)     any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)      any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(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(g);


 


(xviii)   any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(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; provided, further,
that any information delivered pursuant to Section 3.13(e) shall be posted in accordance with Section 3.13(e). 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


 






    	 	-221-	 



     


    

 


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 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 “MSC 2016-UBS11” in the subject line).


 


Upon delivery by the Depositor to the
17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of
information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.13(c). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


Upon request of the Depositor or the
Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information
requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider
electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5
Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information Provider shall
notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under this Agreement
that such information, report, notice or document was received and that it has been posted. Except as provided in Section 3.13(e),
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 following the earlier of (a) receipt of notification from the 17g-5 Information Provider
that such information, report or other document has been posted to the 17g-5 Information Provider’s Website and (b) after
2:00 p.m. (New York City time) on the first Business Day following the date the Master Servicer or the Special Servicer, as applicable,
has provided such information, report, notice or other document to the 17g-5 Information Provider (other than in accordance with
Section 3.13(e)). 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


 






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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 “MSC 2016-UBS11” and an identification of the type of information being provided
in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          The
Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor
chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit
P-3 hereto (which certification may be submitted electronically via the Certificate Administrator’s Website), all the
Distribution Date Statements, CREFC® Reports and supplemental notices with respect to such Distribution Date Statements
and CREFC® Reports to Privileged Persons.


 


(e)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider,
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c). The Master Servicer or the Special Servicer, as applicable, shall not send such information directly
to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(f)          The
Master 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, subject to the conditions set forth in the penultimate paragraph 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. The Master 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 website, and (B) acknowledge that the Master Servicer may contemporaneously provide such


 






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information
to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 3.13(e) to current or prospective Certificateholders the form of confidentiality
agreement used by the Master Servicer shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the
requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that
such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person
that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms
in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii)
in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor
related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination (except that such Certificateholder may provide such information
to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of
a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor
and such current or prospective Certificateholder.


 


Neither the Master Servicer nor the
Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability
for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section
3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are


 






    	 	-224-	 



     


    

 


not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 


(i)          None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as 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, that the Rating Agencies may use information
delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results
from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to
this Section 3.13(i).


 


(j)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is
acquired (directly or through a single member limited liability company established 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


 






    	 	-225-	 



     


    

 


Special Servicer either (i) applies for a qualifying
extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or
the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an
Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of
such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt
of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the 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 Collection Period ending on such Determination Date,
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, that the Special Servicer may retain in such REO Account, in accordance with the


 






    	 	-226-	 



     


    

 


Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master
Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable,
on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer within two (2) Business Days
of the Master Servicer’s receipt of the written accounting as provided in the previous sentence.


 


(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 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 the net-after tax benefit to Certificateholders and,
if applicable, any related Companion Holder(s), as a collective whole, could reasonably be expected to be greater than
another method of operating or net leasing the Mortgaged Property. In connection therewith, the Special Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such
properly identified and available 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;


 






    	 	-227-	 



     


    

 


(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


 


(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.


 






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(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).


 


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, 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,


 






    	 	-229-	 



     


    

 


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 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 highest cash offer received
from any Person that constitutes a fair price for the Defaulted Loan.


 






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(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, 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 one other offer is received from an independent third party.
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, and to the extent not collected
from such Interested Person within thirty (30) days of request therefor, by the applicable master servicer as a Servicing Advance;
provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by 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


 






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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
and, with respect to a Whole Loan with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan). 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 (but in all cases in accordance with the Servicing Standard),
that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a
Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as
if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender and, with respect to a
Whole Loan with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan) (for
example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the
prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a
Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans
prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value
determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related
Appraisal.


 


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


 


(b)          (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced


 






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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 offeror is a Person other than an Interested Person, 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, 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


 






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Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the 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


 






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Servicer shall continue to use efforts consistent with the Servicing Standard to collect
such amounts from the applicable Interested Person.


 


(e)         (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related 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


 






    	 	-236-	 



     


    

 


such portion of the
Nonrecoverable Advance during the Collection Period, for successive one-month periods for a total period not to exceed twelve
(12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding
six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the
Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the
Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole
discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully
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 Collection Period
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, that if, at any time the
Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to defer such reimbursement or otherwise
determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the
principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such
Distribution Date, then the 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 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) the Master Servicer of the Trustee, as the case
may be, has not timely received from the other such party information required by it 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 decision to defer 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 section and the other provisions of
this Agreement that apply once such an election, if any, has been made; provided, 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


 






    	 	-237-	 



     


    

 


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 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


 






    	 	-238-	 



     


    

 


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
3.01(a), Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section
3.18(h), Section 3.18(i) 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, amendment or other action that constitutes a Major Decision or otherwise does not
constitute a Master Servicer Consent Matter) and, with respect to any 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, amendment or other action, 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 related Companion Loan or take
any other action in respect thereof (if any such action constitutes a Major Decision or does not constitute a Master Servicer
Consent Matter) without the prior written consent of the Special Servicer (it being understood that if the Master Servicer is
recommending such modification, waiver, amendment or other action, the Master Servicer shall promptly provide the Special
Servicer with notice of any request for such modification, waiver, amendment or other action, 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 (or such longer period provided
under a related Intercreditor Agreement) after the Special Servicer’s receipt of the Master Servicer’s
written recommendation and analysis with respect to such modification, waiver, amendment or other action and all
information reasonably requested by the Special Servicer, and reasonably available to the Master Servicer, in order to grant
or withhold such consent; 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 Administrator, the Special Servicer, the
Operating Advisor and ((i) prior to the occurrence and continuance of a


 






    	 	-239-	 



     


    

 


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).


 


In addition, the Master Servicer may
amend any term (other than a Money Term) of a Serviced Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced
Loan and may extend the Maturity Date of any Balloon Loan, other than a Specially Serviced Loan or a Non-Serviced Mortgage Loan,
to a date not more than sixty (60) days beyond the original maturity date, if in the Master Servicer’s sole judgment exercised
in good faith, a default in the payment of the Balloon Payment is reasonably foreseeable and such extension is reasonably likely
to produce a greater recovery to the Certificateholders and the holder of any related Companion Loans, as applicable (as a collective
whole), on a net present value basis than liquidation of such Mortgage Loan, and the Borrower has obtained an executed written
commitment (acceptable to the Special Servicer) for refinancing of the Mortgage Loan or purchase of the related Mortgaged Property
(subject only to satisfaction of conditions set forth therein).


 


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


 






    	 	-240-	 



     


    

 


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 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 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 Serviced Mortgage Loan with


 






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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.


 


The Special Servicer shall use its
reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution
Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification,
waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier
of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily
by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the ground lease and, ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) with the consent of the Directing
Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold
estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues
on the related Mortgage Loan or the related Serviced Whole Loan 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, Section 3.18(a) and Section 6.08),
the Master Servicer (as provided in Section 3.01(a), Section 3.08(a), Section 3.08(b) 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 otherwise does not constitute a Master Servicer Consent Matter) 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


 






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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.


 


(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 with respect to a Specially Serviced Loan, 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


 






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Companion Loan that is modified,
waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is
finalized and executed) for which it is responsible, 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. The Custodian shall make copies of each agreement evidencing the related modification,
waiver or amendment available for review during normal business hours at its offices. Following receipt of the Master
Servicer’s or the Special Servicer’s, as 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 V or Class R 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 (with respect to Specially
Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans) 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


 






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Servicer,
Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth
in this paragraph.


 


(h)          Subject
to the consent rights and process set forth in Section 3.18 and Section 6.08 with respect to Major Decisions, the
Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion
Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto; provided, that any such defeasance fee shall not include any Modification Fees or waiver fees in connection with
a defeasance that the Special Servicer is entitled to under this Agreement. Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable
Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose
entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require
the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor,
and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer
shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, 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, and (iii) a Mortgage Loan that is not one


 






    	 	-245-	 



     


    

 


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 (subject to the Special Servicer’s consent
rights pursuant to Section 6.08 with respect to any such action that constitutes a Major Decision) reasonably determines
that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and,
if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding the foregoing, UBS
Real Estate Securities Inc. (“UBSRES”) has retained the right of the lender under the Mortgage Loan documents
to receive a percentage of the economic benefit associated with the ownership of the successor borrower, the right to establish
or designate or approve the successor borrower and the right to purchase or cause the purchase on behalf of the related borrower
of the related defeasance collateral (collectively, the “UBSRES Seller Defeasance Rights and Obligations”) for
all Mortgage Loans contributed by UBSRES (the “UBSRES Loans”) that are subject to defeasance. If the Master
Servicer receives notice of a defeasance request with respect to a UBSRES 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 UBSRES or
its assignee. Until such time as UBSRES provides written notice to the contrary, notice of a defeasance of a UBSRES Loan with UBSRES
Seller Defeasance Rights and Obligations shall be delivered to UBSRES pursuant to the notice provisions of this Agreement. In addition,
to the extent that the Master Servicer receives any


 






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amount in respect of UBSRES Seller Defeasance Rights and Obligations that is
required to be remitted to UBSRES pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to
UBSRES pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing, KeyBank
National Association (“KeyBank”) has retained the right of the lender under the Mortgage Loan documents to receive
a percentage of the economic benefit associated with the ownership of the successor borrower, the right to establish or designate
or approve the successor borrower and the right to purchase or cause the purchase on behalf of the related borrower of the related
defeasance collateral (collectively, the “KeyBank Seller Defeasance Rights and Obligations”) for all Mortgage
Loans contributed by KeyBank (the “KeyBank Loans”) that are subject to defeasance. If the Master Servicer receives
notice of a defeasance request with respect to a KeyBank 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 KeyBank or its assignee. Until such
time as KeyBank provides written notice to the contrary, notice of a defeasance of a KeyBank Loan with KeyBank Seller Defeasance
Rights and Obligations shall be delivered to KeyBank pursuant to the notice provisions of this Agreement. In addition, to the extent
that the Master Servicer receives any amount in respect of KeyBank Seller Defeasance Rights and Obligations that is required to
be remitted to KeyBank pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to KeyBank pursuant
to the terms of the defeasance documents.


 


Notwithstanding the foregoing, Natixis
Real Estate Capital LLC (“NREC”) has retained the right of the lender under the Mortgage Loan documents to receive
a percentage of the economic benefit associated with the ownership of the successor borrower, the right to establish or designate
or approve the successor borrower and the right to purchase or cause the purchase on behalf of the related borrower of the related
defeasance collateral (collectively, the “NREC Seller Defeasance Rights and Obligations”) for all Mortgage Loans
contributed by NREC (the “NREC Loans”) that are subject to defeasance. If the Master Servicer receives notice
of a defeasance request with respect to an NREC 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 NREC or its assignee. Until such time
as NREC provides written notice to the contrary, notice of a defeasance of an NREC Loan with NREC Seller Defeasance Rights and
Obligations shall be delivered to NREC pursuant to the notice provisions of this Agreement. In addition, to the extent that the
Master Servicer receives any amount in respect of NREC Seller Defeasance Rights and Obligations that is required to be remitted
to NREC pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to NREC 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 of) 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


 






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(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.


 


(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 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


 






    	 	-248-	 



     


    

 


transaction contemplated in clause (vi)(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 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.


 


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


 






    	 	-249-	 



     


    

 


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 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 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. In no event
shall the Master Servicer post any Asset Status Report or Final Asset Status Report to its website. None of the parties to this
Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. 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:


 






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(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


 


(x)         such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 






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If within ten (10) Business Days of
receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if
the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder
(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders
and the holder of any related Companion Loan, as a collective whole, the Special Servicer shall implement the recommended action
as outlined in such Asset Status Report; provided, 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 Serviced
Mortgage Loan (other than an Excluded Loan and the Sixty Soho Mortgage 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 Serviced Mortgage Loan (other than an Excluded Loan and the Sixty
Soho Mortgage 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 and the holder of any related Companion Loan, as a collective whole; 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, 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
received in response from the Operating Advisor or 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)), but the Special Servicer shall have no obligation
(x) to revise such Asset Status Report based on any such input or comments of the Operating Advisor or Directing Certificateholder,
as applicable or (y) to take or refrain from taking any action because of an objection, comment or recommendation by the Operating
Advisor or Directing Certificateholder, as applicable.


 


After the occurrence and during the
continuance of a Control Termination Event (and at any time with respect to any Excluded Loan and the Sixty Soho Whole 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


 






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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 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.


 


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.


 


In the case of an Asset Status Report
relating to the Sixty Soho Whole Loan, (i) the holder of the Sixty Soho Controlling Pari Passu Companion Loan shall have all of
the rights that the Directing Certificateholder has prior to a Control Termination Event with respect to other Serviced Mortgage
Loans, and (ii) the Special Servicer shall be required to obtain the consent of the Sixty Soho Controlling Pari Passu Companion
Loan to the same extent as it is required to obtain the consent of the Directing Certificateholder prior to a Control Termination
Event with respect to other Serviced Mortgage Loans.


 


(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


 






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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 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,
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, 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, subject to the consent of the
Directing Certificateholder (prior to a Control Termination Event), the Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master
Servicer or Special Servicer, as applicable, shall for any reason no


 






    	 	-255-	 



     


    

 


longer act in such capacity
hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall
thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such
party under such agreement, or, alternatively, may act in accordance with Section 7.02 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 Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing
Agreement), 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, that the Initial Sub-Servicing Agreements may
only be terminated by the Trustee or its designees 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 or make any other servicing decision unless and to the extent the Master
Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan or make such servicing
decision; (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. The Trustee or 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,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the
Sub-Servicer, although it


 






    	 	-256-	 



     


    

 


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 Initial Sub-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, with respect to any Sub-Servicing
Agreement entered into with a cashiering sub-servicer, any amendments thereto and modifications thereof), entered into by it, in
each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken
by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to
have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so
long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be
allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or 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 pursuant to the terms of the related Sub-Servicing Agreement.


 






    	 	-257-	 



     


    

 


(d)          In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in ARTICLE XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Except
as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor
master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with
or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee
and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights
and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions prior to the termination of the Master Servicer; (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 (including the termination provisons thereof) 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


 






    	 	-258-	 



     


    

 


remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21     Interest Reserve Account.


 


(a)          On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case,
unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of each Actual/360
Mortgage Loan, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal
Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which P&I Advance
Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof
(all amounts so deposited 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


 






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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.


 


(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.


 






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(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 (or Certificate Owners
of the Controlling Class, if applicable, at the expense of the requesting party). 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, Ellington Management Group, LLC shall be the initial Directing Certificateholder and shall
remain so until a successor is appointed pursuant to the terms of this Agreement.


 


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


 






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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, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and
provide such information to the requesting party.


 


(l)          At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the
Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate
Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer
and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates
if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving
Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling
Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise
of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing Certificateholder and
to exercise any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any
consent rights


 






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with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class
E Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such
time as such Mortgage Loan becomes a Corrected Loan.


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In the event that a
Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into
account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such
Class in accordance with Section 4.05(a) 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 Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a
Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of
its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original
Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts.”


 


In the event of any transfer
of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit 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


 






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longer in effect due to a transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


 


(n)          Notwithstanding
the proviso to, or any other contrary provision of, the definitions of “Control Termination Event” and “Consultation
Termination Event,” a Control Termination Event and Consultation Termination Event shall be deemed to have occurred with
respect to an Excluded Loan, and neither the Directing Certificateholder nor any Controlling Class Certificateholder shall have
any consent or consultation rights with respect to the servicing of such Excluded Loan.


 


Section 3.24     Intercreditor
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan
being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related
Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in
accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any Serviced 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


 






    	 	-264-	 



     


    

 


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 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


 






    	 	-265-	 



     


    

 


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 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.


 


(h)          To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section 3.25     Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement,
if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition precedent
to such action, if the party (the “RAC Requesting Party”) attempting and/or


 






    	 	-266-	 



     


    

 


required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the
preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but
shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section
13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as 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) 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,
(iii) KBRA 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 any other commercial mortgage-backed securitization transaction rated by
KBRA and serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if


 






    	 	-267-	 



     


    

 










KBRA
is the non-responding Rating Agency, or (iv) the applicable replacement master servicer or special servicer is on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable,
if S&P 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 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 “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


 






    	 	-268-	 



     


    

 


this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use
information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its
duties and obligations hereunder.


 


(c)          (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s annual meeting
with the Special Servicer and the information described in Section 3.26(a), 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 Serviced 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, 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, 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(c) 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 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,
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


 






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Annual
Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor
Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as
they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no annual meeting was required to be held or if no Asset Status Report was prepared by the Special
Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)        In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)          Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related Serviced AB Control Appraisal Period), the Special Servicer will
forward any Appraisal Reduction Amount or Collateral Decifiency Amount calculated by the Special Servicer 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 otherwise call into question such Appraisal Reduction Amount or
Collateral Deficiency Amount calculations and/or net present value calculations (except that if the Operating Advisor discovers
a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Directing
Certificateholder of such error).


 


(e)          (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and 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 Collateral Deficiency Amounts


 






    	 	-270-	 



     


    

 


calculated by the Special Servicer 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) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)        In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (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 or Collateral Deficiency Amount, as applicable, 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 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 and shall provide
such parties prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Excluded Loan) and a related Serviced AB Control Appraisal Period.


 


(f)          After
the occurrence and during the continuance of a Control Termination Event, within sixty (60) days after the end of each calendar
year during which any Mortgage Loan was a Specially Serviced Loan or any Mortgaged Property was an REO Property, the Operating
Advisor shall meet with representatives of the Special Servicer (if it was acting as Special Servicer as of December 31 in the
prior calendar year and has continued in such capacity through the date of such meeting) to perform a review of the Special Servicer’s
operational practices in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s
stated policies and procedures, operational controls and protocols,


 






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risk management systems, intellectual resources, the Special
Servicer’s reasoning for believing it is in compliance with the terms of this Agreement and other pertinent information the
Operating Advisor may reasonably consider relevant, in each case, insofar as such information relates to the resolution or liquidation
of Specially Serviced Loans and REO Properties.


 


The Operating Advisor
shall provide the Special Servicer at least thirty (30) days’ prior written notice of the date proposed for any annual meeting.
The Operating Advisor and the Special Servicer shall determine a mutually acceptable date for the annual meeting, and the Operating
Advisor shall deliver, at least fourteen (14) days prior to such annual meeting, a proposed written agenda to the Special Servicer
identifying the Asset Status Reports to be discussed. The Operating Advisor and the Special Servicer may discuss any of the Asset
Status Reports produced and any Specially Serviced Loan and any REO Property as part of the Operating Advisor’s annual assessment
of the Special Servicer’s performance under this Agreement. The Special Servicer shall make available servicing officers
with relevant knowledge regarding the applicable Specially Serviced Loans and REO Properties and the related platform level information
for each annual meeting.


 


(g)          The
Operating Advisor and its Affiliates shall keep all “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 Serviced Mortgage Loan (other than any Excluded Loan and
the Sixty Soho Mortgage Loan)) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Serviced Mortgage Loan (excluding the Sixty Soho Mortgage Loan) and each successor 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


 






    	 	-272-	 



     


    

 


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 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 anything
herein to the contrary, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor
with respect to: (i) any Non-Serviced Whole Loan or any related REO Property, (ii) any Serviced AB Mortgage Loan, prior to the
occurrence and continuance of both a Serviced AB Control Appraisal Period and a Control Termination Event or (iii) the Sixty Soho
Mortgage Loan; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting
Fee with respect to (i) any Non-Serviced Whole Loan or (ii) the Sixty Soho Whole Loan.


 


(j)          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 Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of
Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating
Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable
fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee and the Certificate Administrator of Rating Agency Confirmation


 






    	 	-273-	 



     


    

 


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 Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may terminate, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate, the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination.
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder
and the Certificateholders.


 


(l)          The
holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating


 






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Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer 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. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice
of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of a successor
operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all reasonable 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.


 


In addition, the Operating
Advisor may resign without cost or expense on or after any date on which the aggregate Stated Principal Balance of the Mortgage
Loans remaining in the issuing entity is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date. The Operating Advisor shall provide all of the parties to this Agreement and the Directing Certificateholder thirty
(30) days prior written notice of any such resignation. If the Operating Advisor resigns pursuant to the foregoing, then no replacement
Operating Advisor shall be appointed. The resigning Operating Advisor shall be entitled to, and shall be 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 indemnification rights arising out of events occurring prior to its resignation.


 


(o)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class X-E, Class
X-F, Class X-G, Class V and Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)          In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor


 






    	 	-275-	 



     


    

 


Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, that such
prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating Advisor
or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies and
procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to
information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)          The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26.


 


(t)          The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, 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 Operating Advisor shall remain obligated and
primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such obligation
or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from
any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating
Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 






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Section 3.27     Companion
Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion
Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


 


(b)          No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, 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 with respect to Serviced Mortgage Loans, 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.


 


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.


 






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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)          Prior
to the Sixty Soho Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to the Sixty Soho
Whole Loan. On the Sixty Soho Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release,
transfer the Mortgage File (other than the promissory note evidencing the Sixty Soho Mortgage Loan, the original of which shall
be retained by the Custodian) for the Sixty Soho Whole Loan to the related Non-Serviced Trustee and (ii) the Master Servicer shall,
upon written request, if the Master Servicer is not the related Non-Serviced Master Servicer, transfer the Servicing File for the
Sixty Soho Whole Loan to the related Non-Serviced Master Servicer.


 


(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.


 


(f)          With
respect to any Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination
Event, or the Special Servicer (consistent with the Servicing Standard), following the occurrence and during the continuance of


 






    	 	-278-	 



     


    

 


a Control Termination
Event, shall be entitled to exercise any consent or consultation rights of the holder of such Mortgage Loan in its capacity
as a “Controlling Note Holder” or “Non-Controlling Note Holder” (or any similar term identified in
the related Intercreditor Agreement) under the related Intercreditor Agreement. In addition, with respect to any Non-Serviced
Mortgage Loan, if a servicer termination event under the related Non-Serviced PSA on the part of the related Non-Serviced
Special Servicer remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, the Trustee (acting at
the discretion of the Directing Certificateholder (or, if a Control Termination Event has occurred and is continuing, acting
at the discretion of the Master Servicing or Special Servicer, as applicable)) may direct (to the extent the Non-Serviced
Mortgage Loan holder has the right to so direct under the related Intercreditor Agreement) the related Non-Serviced Trustee
to terminate such Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan.


 


(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     [RESERVED].



 


Section 3.33     Delivery
of Excluded Information to the Certificate Administrator.


 


Any Excluded Information
that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the


 






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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-1E to this Agreement. Nothing set forth in this
Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, 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, and the Master Servicer may require and rely on such certifications and other reasonable information
prior to releasing such information.


 


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, the Class X-D Certificates, the Class X-E Certificates,
the Class X-F Certificates and the Class X-G Certificates, pro rata (based upon their respective entitlements to interest
for such


 






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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 Balances
of the Class A-4 Certificates have 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) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class
A-1, Class A-2, Class A-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 has been 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, first, up to an amount equal to, and pro rata based upon, 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 each such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(iv)        fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(v)          fifth,
after the Certificate Balances of the Class A-1, 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 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 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 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


 






    	 	-282-	 



     


    

 


such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xiii)      thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(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 Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xvii)      seventeenth,
after the Certificate Balances of the Class A, Class B, Class C, and Class D Certificates have been reduced to zero, to the Holders
of the Class E 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, Class C and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, 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;


 


(xix)       nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xx)        twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to
the Holders of the Class F 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


 






    	 	-283-	 



     


    

 


respect of the Class A, Class B, Class C, Class D and Class
E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced
to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F Certificates, 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;


 


(xxii)      twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to
zero, to the Holders of the Class G 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, Class C, Class
D, Class E and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates
has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, 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; and


 


(xxv)       twenty-fifth,
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.


 


(b)          [RESERVED].


 


(c)          On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized 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 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. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates
plus a pro rata portion (or, with respect to clauses (iii), (iv) and (vi) below, the entire portion) of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3 and Class LA4 Lower-Tier Regular Interests,
the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC


 






    	 	-284-	 



     


    

 


Uncertificated Interests, the Class X-B Certificates,
(iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, (iv) in the case of the Class LE Uncertificated
Interest, the Class X-E Certificates, (v) in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, and
(vi) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a
notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as
provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the
“Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier
Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass
through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          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 shall be distributable
as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any
Mortgage Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator
shall 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 the applicable principal prepayment, 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 described in the preceding sentence and remaining after the distributions in


 






    	 	-285-	 



     


    

 


the
preceding sentence (as to the applicable Distribution Date, the “Class X YM Distribution Amount”) shall be distributed
to the holders of the Class X Certificates as follows: (1) first, to the Class X-A, Class X-B, Class X-D, Class X-E and
Class X-F Certificates, in the case of each such Class 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 Underlying Class(es) of
Principal Balance Certificates for such 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-G Certificates, in an amount
equal to the Class X YM Distribution Amount minus the distributions to the Holders of the Class X-A, Class X-B, Class X-D, Class
X-E and Class X-F Certificates pursuant to clause (1) of this sentence.


 


Notwithstanding any of
the foregoing to the contrary, if at any time the Certificate Balances of the Principal Balance Certificates (other than the Control
Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, and
any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any Mortgage Loan,
then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator shall pay
to the Holders of each Class of Principal Balance Certificates then entitled to distributions of principal on such Distribution
Date the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such Class
and the applicable principal prepayment 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 for that Distribution Date. Any Yield Maintenance Charge or Prepayment Premium described in the preceding
sentence and remaining after the distributions in the preceding sentence (as to the applicable Distribution Date, the “Class
X YM Subordinate Distribution Amount”) shall be distributed to the Holders of the Class X Certificates as follows: (1)
first, to the Class X-E and Class X-F Certificates, in the case of each such Class 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 Underlying Class(es) of Principal Balance Certificates for such 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 Subordinate Distribution Amount for the applicable Distribution Date, and (2) second,
to the Class X-G Certificates, in an amount equal to the Class X YM Subordinate Distribution Amount minus the distributions to
the Holders of the Class X-E and Class X-F Certificates pursuant to clause (1) of this sentence.


 


For purposes of the first
and second paragraphs 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


 






    	 	-286-	 



     


    

 


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 both the Mortgage Rate on such Mortgage Loan
and 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 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, 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, 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 that is not related to an ARD Loan) or the related
Anticipated Repayment Date (in the case of a Mortgage 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 V or Class R 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 (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


 






    	 	-287-	 



     


    

 


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 (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:


 






    	 	-288-	 



     


    

 





(i)          the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)         no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have
been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate 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 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


 



    	 	-289-	 



     


    

 


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.


Any late collections received
by the Master Servicer from the related Mortgagor that are allocable to a Serviced Pari Passu Companion Loan (or, if such
Companion Loan had been securitized, reimbursable to the Other Master Servicer of Other Trustee under the related Other PSA)
shall be remitted by the Master Servicer to the holder thereof (or such Other Master Servicer or Other Trustee) within one
(1) Business Day of receipt of properly identified and available funds; provided, that to the extent any such amounts are
received after 3:00 p.m. Eastern time on any given Business day, the Master Servicer shall use commercially
reasonable efforts to remit such Late Collections to such party within one (1) Business Day of receipt of properly identified
and available funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt
of properly identified funds.


 


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


 



    	 	-290-	 



     


    

 


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;


 


(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;


 






    	 	-291-	 



     


    

 


(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 V and Class R 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 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;


 






    	 	-292-	 



     


    

 


(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;


 


(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;


  






    	 	-293-	 



     


    

 


(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, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


The Certificate Administrator has not
obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s website.


 


Within a reasonable period of time
after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above
as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset Review Report
Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate Administrator
shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such 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)         With
respect to each Serviced Whole Loan, on each Serviced Whole Loan Remittance Date, the Master Servicer shall make its servicer
remittance report for the related Distribution Date available to each Master Servicer.


 


(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


 



    	 	-294-	 



     


    

 


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
website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may access such information
including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer. 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
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


 



    	 	-295-	 



     


    

 


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
reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if
such information is in the Master Servicer’s possession, the Master 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 may require a written confirmation executed by the requesting Person substantially in
such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is 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 may conclusively rely. In addition, the Master Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1D that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan.


 


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


 



    	 	-296-	 



     


    

 


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, and shall use commercially reasonable efforts to notify (x)
with respect to any Serviced Whole Loan, the related Other Master Servicer, Other Special Servicer and Other Trustee, and (y)
with respect to any Non-Serviced Whole Loan, the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee, 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, Excess Interest (if applicable) 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 successor REO 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 (including
any successor REO 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 any successor REO 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.


 






    	 	-297-	 



     


    

 


(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 or Serviced Pari Passu Mortgage Loan, if made, or any outstanding P&I Advance with
respect to a Non-Serviced Mortgage Loan or Serviced Pari Passu 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 or applicable Other Master Servicer and Other Special Servicer, as the case may be, 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 Special
Servicer, 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 Special Servicer, 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 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, 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


 



    	 	-298-	 



     


    

 


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 successor REO
Loans immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal
Balance Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the
“Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates shall be made by
reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls
experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of


 



    	 	-299-	 



     


    

 


Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates,
to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the
Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of
Principal Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the
amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.


 


(b)         On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write off shall be allocated first, to the Class G, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates,
in that order, and second, pro rata (based on their respective Certificate Balances), to the 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 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; Collateral Deficiency Amounts. (a) For purposes of (x)
determining the Controlling Class and whether a Control Termination Event has occurred and
is continuing and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or
the Operating Advisor, (A) 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 in reverse sequential order to notionally reduce the
related Certificate Balances until the Certificate Balance of each such Class has been reduced to zero (i.e., first,
to the Class G, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, and finally, pro
rata based on their Certificate Balances, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates),
and (B) Collateral Deficiency Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage
Loan) will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce the
related Certificate Balances until the Certificate Balance of each such Class has been reduced to zero (i.e., to the Class G
Class F and Class E Certificates, in that order).


 


As of the first Determination Date
after a Serviced Mortgage Loan becomes an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer
with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining
knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master
Servicer shall (i) promptly request from the related Non-Serviced


 



    	 	-300-	 



     


    

 


Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required
by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii)
as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. Upon reasonable prior written
request, the Special Servicer shall provide the Master Servicer with information in its possession that is reasonably required
to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicer (with respect to Serviced Mortgage Loans),
the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Trustee, the Operating Advisor (for so long as the Special
Servicer is not calculating or verifying any Collateral Deficiency Amount) or the Certificate Administrator shall calculate or
verify any Collateral Deficiency Amount.


 


Each of the Special Servicer (in the
case of as Serviced Mortgage Loan) and the Master Servicer (in the case of a Non-Serviced Mortgage Loan) shall promptly notify
the other such party and the Certificate Administrator of the amount of any Appraisal Reduction Amount (solely with respect to
the Special Servicer), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount (solely with respect
to the Special Servicer) with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification may be
satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC®
Appraisal Reduction Amount 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)
and shall promptly post notice of any Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction
Amount, as applicable, to the Certificate Administrator’s Website. With respect to any Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, calculated for purposes of (x) determining the Controlling Class and whether a Control Termination
Event or Consultation 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, the appraised value of the related Mortgaged Property
will be determined on an “as-is” basis.


 


(b)         (i)
The Holders of the majority by Certificate Balance of any Class of Control Eligible Certificates that is determined at any time
of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result
of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense,
to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request
from the applicable Non-Serviced Special Servicer) a second Appraisal of any Mortgage Loan (or Serviced Whole Loan) for which an


 



    	 	-301-	 



     


    

 


Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). With respect to any Serviced Mortgage Loan, the Special Servicer shall obtain (and shall use reasonable efforts
to obtain within sixty (60) days from receipt of the Requesting Holders’ written request) an Appraisal prepared on an “as-is”
basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal
in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect
to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such second appraisal
from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)         Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage Loans
to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special Servicer (for
Cumulative Appraisal Reduction Amounts on Serviced Mortgage Loans) shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted, and if so warranted, shall recalculate the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, 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 Appraised-Out Class shall,
if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above may not exercise any direction, control, consent and/or similar rights of the Controlling
Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Master
Servicer or Special Servicer, as applicable, of any request to obtain a supplemental Appraisal pursuant to clause (i) above
to but excluding the date on which either (A) the Master Servicer or Special Servicer, as applicable, determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Master Servicer or Special Servicer,
as applicable, recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review
Period shall be exercised by the most subordinate Class of Control Eligible Certificates that is not an Appraised-Out Class, if
any, during such period.


 


(c)         The
Special Servicer shall order an Appraisal or conduct a valuation promptly upon the occurrence of an Appraisal Reduction Event with
respect to a Serviced Mortgage Loan. On the first Determination Date occurring on or after the tenth business day following the
receipt of the Appraisal or the completion of the valuation, the Special Servicer shall calculate and report to the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and, prior to the occurrence of any Consultation Termination
Event, the


 



    	 	-302-	 



     


    

 


Directing Certificateholder, the Appraisal Reduction Amount, taking into account the results of such Appraisal or valuation
and receipt of information requested by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal
Reduction Amount. Such report shall be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is
a Specially Serviced Loan), to the extent a related Serviced Pari Passu Companion Loan has been included in a securitization transaction,
to the master servicer of such securitization into which the such Serviced Pari Passu Companion Loan has been sold, or to the holder
of any related Serviced Pari Passu Companion Loan.


 


With respect to each Serviced Mortgage
Loan and 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 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 or Collateral Deficiency Amount with respect to such Serviced Mortgage Loan or Serviced Whole
Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal
Reduction Amount Template format; provided, 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 a related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other
Securitization into which such Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by
the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer
is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction
Amount or Collateral Deficiency Amount, shall replace the prior Appraisal Reduction


 



    	 	-303-	 



     


    

 


Amount or Collateral Deficiency Amount, as
applicable, with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation
Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder
with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral
Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan
or Serviced Whole Loan that is the subject of an Appraisal Reduction Event 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 the Appraisal Reduction Event. Instead, the Special
Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer
is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 


The Master Servicer shall deliver by
electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4)
Business Days following the Special Servicer’s reasonable request therefor (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, if the
date of such Appraisal is prior to the date of the related Appraisal Reduction Event or anniversary thereof, as applicable, the
date of the related Appraisal Reduction Event or such anniversary, as applicable) 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. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)         Any
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


 



    	 	-304-	 



     


    

 


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, pro rata, between the related Serviced
AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective outstanding principal
balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with
the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata,
between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective
outstanding principal balances.


 


Section
4.06     Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund
constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to
qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the
provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the
Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class V
Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause
to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the
Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the
Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, if the Grantor Trust
is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of
the Class V Certificates their allocable share of income and expense with respect to the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code.


 


(b)         If
the Certificate Administrator receives notice that any Class V Certificate is held through a nominee, then the Grantor Trust will
be treated as a WHFIT that is a WHMT. In such event, 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 its receipt of a notice as contemplated
in 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 notice is incorrect. As of the Closing
Date, no Class V Certificate will be held through a nominee.


 


(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


 



    	 	-305-	 



     


    

 


providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)         The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the
Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date
of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)         To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07     Investor Q&A
Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial
owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the
Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by that party 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


 



    	 	-306-	 



     


    

 


or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by
electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such
answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially
reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related
answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special
Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of
the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan
documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the
Privileged Information Exception, (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for
any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the 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


 



    	 	-307-	 



     


    

 


Administrator shall not be
required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from
Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring
Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)         The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)         The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as 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


 



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Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be
posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines
in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency
Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider
shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum
and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section 4.08     Secure Data
Room. (a) The Certificate Administrator shall create a Secure Data Room on the Closing Date. Upon receipt of a Mortgage
Loan Seller’s Diligence File Certification, the Depositor shall promptly deliver to the Certificate Administrator an
electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by such Mortgage Loan Seller to the
IntraLinks Site. On the 120th day after the Closing Date, to the extent not previously delivered to the Certificate
Administrator, the Depositor shall deliver to the Certificate Administrator an electronic copy of the Diligence File for each
Mortgage Loan that has been uploaded 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


 



    	 	-309-	 



     


    

 


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 Certificate Administrator shall not be responsible or held
liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room; provided
that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator
shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure
Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under this Agreement.


 


(c)         Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 






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ARTICLE
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibit A-1 through and including Exhibit A-3, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of
the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than the Class X-D, Class X-E, Class X-F, Class X-G, Class V and Class R 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 Original 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 Original Notional Amount, as applicable, of such Class over
(ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class V and Class R Certificates shall be
issued, maintained and transferred in minimum percentage interests of 5% of such Class V or Class R Certificates and in
integral multiples of 1% in excess thereof.


 


(b)         One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial
Purchasers to an affiliate of Ellington Management Group, LLC) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then either:


 






    	 	-311-	 



     


    

 


(a)         Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of
effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby initially appointed
the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent
is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)         Certificates
of each Class of Non-Registered Certificates 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


 



    	 	-312-	 



     


    

 


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,
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


 



    	 	-313-	 



     


    

 


Certificate Administrator
shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the
Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the
Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record
of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation
S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting
Certificates for exchange and registration of transfer 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


 



    	 	-314-	 



     


    

 


Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)         Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
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,


 



    	 	-315-	 



     


    

 


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 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


 



    	 	-316-	 



     


    

 


certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)         Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a 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


 



    	 	-317-	 



     


    

 


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 (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) 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


 



    	 	-318-	 



     


    

 


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, 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 Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor 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 V or Class R 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 V or Class R Certificate. Each prospective transferee of a Class
V or Class R 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 (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). 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:


 






    	 	-319-	 



     


    

 


(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.


 


(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


 



    	 	-320-	 



     


    

 


registered on the Certificate Register; provided, the
Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, that such Persons shall in no event be excused from furnishing such information.


 


(o)         The
Class V Certificates may only be transferred to and owned by Institutional Accredited Investors or Qualified Institutional Buyers.
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 each Certificateholder shall be deemed by the acceptance of its Certificate to agree to provide the Certificate Administrator
information relating to such Certificateholder solely to the extent necessary for the Certificate Administrator to determine any
required withholding amounts. 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


 



    	 	-321-	 



     


    

  


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, 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) under the same circumstances, and subject to the same conditions, as such report, statement or other
information as would be provided to a Certificateholder.


 


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) access during normal business hours to the most
recent 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


 



    	 	-322-	 



     


    

 


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. Disclosure in substantially the following form shall be deemed
to satisfy the requirements in the preceding sentence:


 


On [date], the Certificate
Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders
and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].


 


(ii)        Any
Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the
exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) should deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – MSC 2016-UBS11 (with a copy to: trustadministrationgroup@wellsfargo.com). Any Communication Request must contain
the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting
Investor.


 


(iii)        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) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker
or dealer stating the requesting investor is the beneficial owner, or (D) a document acceptable to the Certificate Administrator
that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator shall not have any
obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may
rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request
to communicate will be paid by the Trust.


 


Section 5.07     Maintenance of
Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates


 



    	 	-323-	 



     


    

 


may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for
such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment of
Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the
Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section
8.06.


 


(b)         The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)         The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)         The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)         The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     [RESERVED].


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in


 



    	 	-324-	 



     


    

 


accordance with the following procedures, unless different procedures are otherwise described herein with
respect to a specific vote:


 


(a)         Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)         In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)         The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)         Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate


 



    	 	-325-	 



     


    

 


Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)         If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


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;


 



    	 	-326-	 



     


    

 





(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


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


 



    	 	-327-	 



     


    

 


Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


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


 


(iii)        The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (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


 






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


 


(c)         The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of 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;





 






    	 	-329-	 



     


    

 





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


 


(vi)        The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


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


 



    	 	-330-	 



     


    

 


a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


(iii)        The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


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


 


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


 


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


 


(vii)       The
Asset Representations Reviewer 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 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


 



    	 	-331-	 



     


    

 


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.


 


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.


 


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 and the Operating Advisor 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 or
the Operating Advisor shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special


 



    	 	-332-	 



     


    

 


Servicer or the Operating Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer or the Operating
Advisor (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
or the Operating Advisor, 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, that with respect to such merger,
consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates
and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master
Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with
respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings;
provided, further, that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part
of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such
merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as
the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the
Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not
complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the
depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld
or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor
may remain the Master Servicer, 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


 



    	 	-333-	 



     


    

 


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 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,
that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person if the Asset Representations
Reviewer is not the successor or surviving Person. The rate at which the Asset Representations Reviewer Asset Review Fee (or any
component thereof) is calculated shall not be affected by such merger, consolidation or succession, and the Asset Representations
Reviewer shall bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with such merger,
consolidation or succession.


 


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, 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 by it herein or any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent
disregard of such party’s obligations and duties hereunder. The Depositor, the Master 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


 



    	 	-334-	 



     


    

 


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, 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. 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,
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, that
if a Serviced Whole Loan and/or the holder of


 



    	 	-335-	 



     


    

 


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 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. The Trustee, the Certificate Administrator, the Depositor, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)         Subject
to Section 8.02, 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


 



    	 	-336-	 



     


    

 


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. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if
a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory
to the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)         The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), 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. 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 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


 



    	 	-337-	 



     


    

 


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. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)         Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, 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. 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


 



    	 	-338-	 



     


    

 


Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset
Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced 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 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 fulfillment of such party’s duties hereunder is 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


 



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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 the Trustee or a successor master servicer or
successor special servicer, as applicable, shall have assumed the 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, 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.


 






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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 the Special Servicer with
respect to all Mortgage Loans (other than any Excluded Loan and the Sixty Soho Mortgage Loan) as to (1) all matters for which
the Master Servicer must obtain the consent or deemed consent of the Special Servicer or (2) any extension of maturity being
considered by the Special Servicer or by the Master Servicer subject to consent or deemed consent of the 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 Serviced Mortgage Loan (other than a Specially Serviced 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
Serviced Mortgage Loan (other than any Excluded Loan and the Sixty Soho Mortgage 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 or consent to the Master Servicer’s taking any of the following actions, as to which the
Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause
(xi) 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 (provided that if such written objection has not been
received by the Special Servicer within such 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 Serviced Mortgage Loans 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


 



    	 	-341-	 



     


    

 


Serviced Mortgage
Loan or Serviced Whole Loan or any extension of the maturity date thereof;


 


(iii)        following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)        any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or 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;


 


(v)         any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(vi)        any
requests for release of material collateral or any acceptance of substitute or additional collateral for a Serviced 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 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 of discretion)) 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;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a 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;




 


(viii)      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 Serviced Mortgage Loan or Serviced Whole Loan for which the lender consent or approval is
required under the Mortgage Loan documents);


 






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(ix)         releases
of any 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 Serviced Mortgage Loan or a Serviced Whole Loan and for which there
is no lender discretion;


 


(x)          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 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;


 


(xi)        any
determination of an Acceptable Insurance Default;


 


(xii)       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;


 


(xiii)      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


 


(xiv)      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 lender approval is required under the related Mortgage Loan documents;


 


provided, 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


 



    	 	-343-	 



     


    

 


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, 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 (unless the Directing
Certificateholder is entitled to exercise the termination rights of the “Non-Controlling Note Holder” under the
related Intercreditor Agreement) or the Sixty Soho Mortgage 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
matter; provided, 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 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, 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 and the Sixty Soho Mortgage 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


 



    	 	-344-	 



     


    

 


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 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, 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 shall be
deemed to have acknowledged and agreed 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.


 






    	 	-345-	 



     


    

 


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 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 and the Sixty Soho Mortgage 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 and the Sixty Soho Mortgage
Loan (unless the Directing Certificateholder is entitled to exercise the consultation rights of the “Non-Controlling
Note Holder” under the related Intercreditor Agreement)) 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 and the Sixty Soho Mortgage Loan (unless the Directing Certificateholder is entitled to
exercise the consultation rights of the “Non-Controlling Note Holder” under the related Intercreditor
Agreement)), 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. With respect to the Sixty Soho Whole Loan, the
Sixty Soho Controlling Pari Passu Companion Loan holder shall have the right to consent to servicing actions in respect of
such Whole Loan to the extent set forth in the related Intercreditor Agreement. 


 






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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, 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,
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, 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 KBRA 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 event) 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; or


 


(x)          the
Master Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such
list within 60 days.


 


(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 the Directing Certificateholder (solely with respect to the Special Servicer and, in any event, (i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan or the Sixty Soho Whole Loan),
the holder of the Sixty Soho Controlling Pari Passu Companion Loan (solely with respect to the Sixty Soho Whole Loan and the Special
Servicer with respect thereto) 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, 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


 






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(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, that the Master Servicer and
the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with
respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer)
or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).
If replaced as a result of a Servicer Termination Event, the Master Servicer or Special Servicer, as the case may be, shall be
responsible for the costs and expenses associated with the transfer of its duties.


 


(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), (ix) or (x), 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. A replacement Special Servicer shall be selected by the Trustee or, prior to a Control Termination Event, by the Directing
Certificateholder (other than in respect of any Excluded 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 the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance
with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies
that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings
of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25).


 



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(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
and the Sixty Soho Whole 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,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) the Trustee has provided each 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 Cumulative 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.


 



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A Serviced AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period and to the extent
provided under the related Intercreditor Agreement, 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.


 


The Sixty Soho Controlling Pari Passu
Companion Loan holder shall have the right, to the extent provided under the related Intercreditor Agreement, to replace the Special
Servicer solely with respect to the Sixty Soho 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 the Sixty Soho 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 the Sixty Soho Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against
such replacement in accordance with the terms hereof.


 


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


 






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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 Cumulative
Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance
Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website and (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 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).


 






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(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
may select (and, at any time, replace) an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related
Excluded Special Servicer Loan in accordance with this Agreement.


 


After the occurrence and during the
continuance of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan
or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within thirty
(30) days of notice of such resignation, the Certificate Administrator shall promptly provide written notice of such resignation
to all Certificateholders by posting such notice on the Certificate Administrator’s Website, and the Excluded Special Servicer
shall be appointed upon the written direction of the Holders of more than 50% of the Voting Rights of the Certificates that exercise
their right to vote (provided, that Holders of at least 20% of the total Voting Rights of the Certificates exercise their
right to vote). If such Excluded Special Servicer has not been appointed pursuant to the preceding sentence within 30 days after
the Certificate Administrator’s posting of such notice, the Certificate Administrator shall provide written notice to the
resigning Special Servicer that such Excluded Special Servicer has not been appointed and such resigning Special Servicer shall
use reasonable efforts to 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. In addition, the Special Servicer
shall have no liability with respect to the identity of the applicable Excluded Special Servicer, so long as at the time of appointment
the Excluded Special Servicer selected by the resigning 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 the equivalent from each NRSRO hired to provide
ratings with respect to any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan, (ii) the
applicable Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the applicable Excluded Special Servicer
delivers to the Depositor and the Certificate Administrator and any applicable depositor and certificate administrator of any other
securitization, if applicable, that contains a Serviced Pari Passu Companion Loan, the information, if any, required pursuant to
Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.


 



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If at any time the Special Servicer
is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without limitation, as a result of
the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer shall resign, (2) the related
Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) 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 (provided that the Special
Servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Loans during such time).


 


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 thereafter placed on or for the benefit of the Master Servicer or
Special Servicer, as applicable, by the terms and provisions hereof; provided, 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


 






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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 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


 






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the Mortgage Loans as it and such successor
shall agree; provided, 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 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,


 






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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, that a Servicer Termination Event under clause (i), (ii), (viii), (ix) or (x)
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
from the Trust all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer
Termination Event prior to such waiver. 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, that if Advances made by the Trustee and the Master Servicer shall at
any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances
and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.
The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 






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ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of ARTICLE II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, 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, that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(ii)        Neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee
or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)        The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except as
otherwise provided in Section 8.01:


 


(i)         The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)        The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds


 






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or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)        Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(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, 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, that the appointment of such agents or attorneys shall not relieve
the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further, that the
Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a
Prohibited Party;


 


(vii)       For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of 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 by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)         Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers;


 


(xii)        Other
than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(xiii)       In
connection with any vote or any other exercise by Certificateholders of their rights hereunder, neither the Trustee nor the Certificate
Administrator is under any obligation to advise or consult with Certificateholders about the matter that is the subject of such
vote or exercise of rights other than process-related questions regarding the administration of any vote; and


 


(xiv)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


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


 






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Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as
Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
2.02 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 its duties hereunder, the Certificate Administrator will be paid the Certificate Administrator/Trustee
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator/Trustee
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator/Trustee 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/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue
from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee 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


 



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law in regard to the compensation
of a trustee of an express trust) shall be payable by the Certificate Administrator to the Trustee from the Certificate Administrator/Trustee
Fee and shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for
the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee 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/Trustee
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, that none of the Trustee or
the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to
be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct,
bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations
and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation
or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14,
respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any
resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The
foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian,
Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or


 






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are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch, “A” by S&P and,
if rated by KBRA, a rating by KBRA equivalent to at least an “A2” rating by Moody’s;
provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as
long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s,”A-”
by Fitch and “AA-” by S&P and, if rated by KBRA, a rating equivalent to at least a “Baa2” rating by
Moody’s, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s,
“F1” by Fitch, “A-1” by S&P and, if rated by KBRA, a rating by KBRA equivalent to any of the foregoing
and (c) the Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s, “A+”
by Fitch, “A+” by S&P and, if rated by KBRA, a rating by KBRA equivalent to at least “A2” by Moody’s;
provided, further, that if any such institution is not rated by KBRA, it maintains an equivalent (or higher) rating
by any two other NRSROs (which may include Moody’s, Fitch and/or S&P) 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


 






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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 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 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 Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, at such removed party’s
cost, 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 ninety (90) days after the giving
of


 






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such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 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 reasonable 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 Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 or in blank, and


 






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(ii) in the case of the other
assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the
outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or
the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered Holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11 or in blank; provided, 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.


 






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(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09     Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment of Co-Trustee
or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be 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.


 






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(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section 8.11     Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian 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.


 






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Section 8.12     Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)        The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)       The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


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


 


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


 


(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


 






    	 	-371-	 



     


    

 


contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13     Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or
contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate
Administrator, 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


 



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with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


(vi)       No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)      No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15     Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer to comply with Applicable Laws.


 






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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 and the Special
Servicer with respect to such termination, unless the Master Servicer or the Special Servicer, as applicable, is the
purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an
“REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses
(2) and (3) above, minus (b) solely in the case where 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,
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 outstanding Certificates
(other than the Class V and Class R Certificates)), the Sole


 



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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, 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 Serviced Companion Loan to the extent (i) its related Serviced Pari
Passu 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


 



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remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
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 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


 



    	 	-376-	 



     


    

 


notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the Trust) and
each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which
the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b) and upon
presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments
on the Class of Certificates so presented, (ii) to Holders of the 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


 



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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.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01    REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust
REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made
on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and
the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be
designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of
“residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC
other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such 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.


 


(d)          By
acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate
Administrator as the “representative” of


 



    	 	-378-	 



     


    

 


each Trust REMIC within the meaning of Section 6223 of the Code, to the extent
such provision is applicable to the Trust REMICs and (ii) the Holder of the largest Percentage Interest in the Class R Certificates
hereby agrees to the irrevocable appointment of the Certificate Administrator as its agent to perform all of the duties of the
“tax matters person” for the Trust REMICs.


 


(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 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


 



    	 	-379-	 



     


    

 


take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(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.


 






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(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 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.


 






    	 	-381-	 



     


    

 


Section 10.02    Use of
Agents. (a) The Trustee shall execute all of its obligations and duties under this ARTICLE X through its Corporate
Trust Office. The Trustee may execute any of its obligations and duties under this ARTICLE X either directly or by or
through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this ARTICLE
X by virtue of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this ARTICLE
X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or
cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the
Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield,
Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04   Appointment of
REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one
or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to
execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the
Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible
and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the
Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any
State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person
appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such
capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(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


 



    	 	-382-	 



     


    

 


the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, 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.


 


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 Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 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


 



    	 	-383-	 



     


    

 


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.


 


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 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


 



    	 	-384-	 



     


    

 


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
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).


 






    	 	-385-	 



     


    

 


(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
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


 



    	 	-386-	 



     


    

 


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.


 


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


 



    	 	-387-	 



     


    

 


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 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.


 






    	 	-388-	 



     


    

 


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: Jane Lam, Telephone: (212) 761-4000. 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.


 


(b)          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. Disclosure in substantially the following form shall be deemed to satisfy
the requirements in the preceding sentence:


 


On [date], the Certificate
Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders
and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders


 



    	 	-389-	 



     


    

 


and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].


 


(c)          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 the address identified in Section 13.05. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(c) related to the
timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.04(c). 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.


 


(d)          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


 



    	 	-390-	 



     


    

 


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 and any steps taken to remedy such material instance of noncompliance),
or if such report on assessment of compliance with servicing criteria described under Section 11.10 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)       
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Custodian or the Trustee, as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)    
   a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or
appropriate as a result of changes promulgated by the


 



    	 	-391-	 



     


    

 


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 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


 



    	 	-392-	 



     


    

 


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 the address
identified in Section 13.05. 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.


 


Section 11.06   Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other
Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian 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, the Certificate
Administrator, the Custodian or the Operating Advisor has


 



    	 	-393-	 



     


    

 


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 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 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


 



    	 	-394-	 



     


    

 


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, provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required
to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by
the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD hereto,
for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York City
time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD hereto
shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon
by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


After preparing the Form 8-K, the Certificate
Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon, New York City
time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24


 



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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 the address identified in Section 13.05. 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 time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable
to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format.


 


Notwithstanding anything to the contrary
in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization is not subject
to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Any notice and/or information furnished
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.


 






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Section 11.08   Form 15
Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall
prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to
suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, 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 (but only if an advance was made by the Trustee
in the related calendar year) 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 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


 



    	 	-397-	 



     


    

 


relationship with respect to the Mortgage Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement
available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any
failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer
and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting
as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such
Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall
be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not
required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use
its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged
by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide,
an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such
Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement, report,
notice and/or information furnished 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


 



    	 	-398-	 



     


    

 


servicing of the
Mortgage Loans), the Trustee (provided, 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 (or, in the case of a
Sub-Servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to
retain, use commercially reasonable efforts to cause) such Servicing Function Participant to furnish) to the Trustee, the
Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made
available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5
Information Provider, a report substantially in the form of Exhibit II or such other form provided by such
Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an
assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the
end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and
the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
If the party’s assessment compliance or the related attestation report identifies any material instance of
noncompliance with the Relevant Servicing Criteria, such party shall also provide a discussion of (1) whether the identified
instance was determined to have involved the servicing of the Mortgage Loans and (2) any steps taken to remedy such
identified instance of non-compliance 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 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


 



    	 	-399-	 



     


    

 


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.


 


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


 



    	 	-400-	 



     


    

 


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, 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 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


 



    	 	-401-	 



     


    

 


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, 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


 



    	 	-402-	 



     


    

 


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 non-compliance disclosed in any of the deliverables required by the
applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder (“Reporting Requirements”).


 


In connection with comments provided
to the Depositor 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 resolution with the Commission or its staff; provided,
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


 



    	 	-403-	 



     


    

 


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 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


 



    	 	-404-	 



     


    

 


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.


 


Section 11.15    Certain Matters
Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari
Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such
Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or
such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to
comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that
such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3),


 



    	 	-405-	 



     


    

 


(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)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 






    	 	-406-	 



     


    

 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, 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, 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 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


 



    	 	-407-	 



     


    

 


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 (commencing in March 2017) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the 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 (commencing in March 2017) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the 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 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


 



    	 	-408-	 



     


    

 


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)          There
is no “significant obligor” (within the meaning (g) of Item 1101(k) of Regulation AB) related to the Trust. 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 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 shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI
Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to
the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing


 



    	 	-409-	 



     


    

 


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
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 does not receive
such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be,
of such “significant obligor” within ten (10) Business Days after the date such financial information is required to
be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to such
Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The Master Servicer 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 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.


 


Section 11.16    [RESERVED].


 






    	 	-410-	 



     


    

 


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.


 


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


 



    	 	-411-	 



     


    

 


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 and 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 those Certificateholders casting a vote within 150 days of the receipt of the Asset Review Vote
Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and
the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a
result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote shall be paid by the related Mortgage Loan Seller;
provided, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within 90 days of written request
by the Asset Representations Reviewer, such amount shall be paid by the Trust 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, further, that notwithstanding any payment of such amount by the Trust to the Asset
Representations Reviewer, such amount shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer or
the Special Servicer, as applicable, shall pursue remedies against such Mortgage Loan Seller in accordance with the Servicing Standard
in order to seek recovery of such amounts from such Mortgage Loan Seller. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 






    	 	-412-	 



     


    


 


(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 (6) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to clause (6) 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 (6)) after receipt of such notice
from the Certificate Administrator, 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, 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;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)          any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described pursuant to clause (ii) hereof.


 


(ii)          If
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 that
is 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 identified in clauses (1) - (5) above,
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 notification from the Asset


 






    	 	-413-	 



     


    

 


Representations Reviewer,
deliver to the Asset Representations Reviewer such missing documents to the extent in its possession. In the event any 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 Mortgage Loan Seller (and, if such documents are not in its possession, solely with respect to any Mortgage
Loan sold by such Mortgage Loan Seller that is a Non-Serviced Mortgage Loan, Mortgage Loan Seller shall be required to make a request
under the applicable Non-Serviced PSA for any such documents that are not in its possession). In the event any missing documents
with respect to a Non-Serviced Mortgage Loan are not provided by the Mortgage Loan Seller, the Asset Representations Reviewer shall
request such documents from the parties to the related Non-Serviced PSA, to the extent that the Asset Representations Reviewer
is entitled to request such documents under such Non-Serviced PSA.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a
review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with
the procedures set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 






    	 	-414-	 



     


    

 


(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 documentation is not delivered to the Asset Representations
Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans) within ten (10) Business Days following the request by the Asset Representations
Reviewer, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in
such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such
documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report
to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans) and 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 documents provided or explanations given to support a Test pass conclusion or that
any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage
Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required
to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with respect
to the related Mortgage Loan.


 


(viii)      The
Asset Representations Reviewer shall, within 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, the Certificate Administrator, the Master Servicer and the Special Servicer. The period
of time by which the Asset Review Report must be completed and


 






    	 	-415-	 



     


    

 


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 the responsibility of the Enforcing 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 documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (in the case
of Mortgage Loans that are not Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Master
Servicer or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special Servicer,
as applicable, 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 “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.


 


In addition, the Asset Representations
Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review
that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special


 






    	 	-416-	 



     


    

 


Servicer confidential and shall not
disclose such documents or information except (i) for purposes of complying with its duties and obligations pursuant to this Agreement,
(ii) if such documents or information become generally available and known to the public other than as a result of a disclosure
directly or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations
Reviewer to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (iv) if any such document or information was already known to the Asset Representations Reviewer and not otherwise subject
to a confidentiality obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order, judgment
or decree to disclose such document or information.


 


(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)          The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall accrue at a rate equal to 0.00069% per annum (the “Asset Representations Reviewer Fee Rate”)
on 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


 






    	 	-417-	 



     


    

 


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, 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, 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 Master Servicer or the Special Servicer,
as applicable, shall pursue remedies against such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek
recovery of any such amounts from such Mortgage Loan Seller.


 


(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(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03     Resignation of the Asset Representations Reviewer.  The Asset Representations Reviewer may resign and be
discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations


 






    	 	-418-	 



     


    

 


reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset
Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04     Restrictions of the Asset Representations Reviewer. Neither the Asset
Representations Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
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 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates 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;


 


(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


 






    	 	-419-	 



     


    

 


(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 terminate 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 Cumulative Appraisal Reduction Amounts),
shall terminate, all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights
and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing
to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses
of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer
Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the
right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination
Event of which it becomes aware.


 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal


 






    	 	-420-	 



     


    

 


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 Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that holders of the
Certificates 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 Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor
shall be permitted, but not obligated to, to find a replacement. The Trustee shall not be liable for any failure to identify and


 






    	 	-421-	 



     


    

 


appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search
for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or
willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall give written notice thereof, as soon as possible, 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).


 


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 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;


 






    	 	-422-	 



     


    

 


(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 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 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; and


 


(x)          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, that no such amendment
shall:


 






    	 	-423-	 



     


    

 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 (i) an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the 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 and (ii) an Officer’s Certificate from the party requesting the amendment to the effect that such all conditions
precedent to such amendment set forth herein have been satisfied. 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).


 






    	 	-424-	 



     


    

 


(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 (i) furnish written notification of the substance of such
amendment to each Certificateholder, the Depositor, the Master Servicer, the Special
Servicer, the Mortgagors, the Underwriters and the Rating Agencies and (ii) deliver an electronic copy of such amendment on
the effective date thereof to any related Serviced Companion Loan holder.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (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


 






    	 	-425-	 



     


    

 


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.


 


(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 


 






    	 	-426-	 



     


    

 


the Certificates, unless, with
respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have
given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof, as herein
before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except
in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby.
It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision
of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in
the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS
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


 






    	 	-427-	 



     


    

 


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:


 


In the case of the Depositor:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:



Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


 






    	 	-428-	 



     


    

 


with a copy to:



Sutherland Asbill & Brennan LLP

700 Sixth Street, N.W., Suite 700

Washington, DC 20001

Attention: Lisa A. Rosen

Facsimile: (202) 637-3593


 


In the case of the Special Servicer:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 


with a copy to:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department (MSCI 2016-UBS11)


 


In the case of the Directing Certificateholder:


 


Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: Leo Huang


 


with a copy to


 


Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: General Counsel


 


In the case of the Certificate Administrator
or the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2016-UBS11

With a copy by email to: trustadministratorgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 






    	 	-429-	 



     


    

 


In the case of the Custodian:


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Services Group - MSC 2016-UBS11


 


In the case of the Mortgage Loan Sellers:


 


1.            UBS
Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


and with a copy to:


 


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


with a copy to:


 


UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


2.            KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625


 


with a copy to:


 


Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


 


3.            Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile No.: (212) 891-5777


 






    	 	-430-	 



     


    

 


with a copy to:



Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile No.: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@us.natixis.com (for all legal notices)


 


4.            Morgan
Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:


 


Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


In the case of the Operating Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-UBS11-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

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-UBS11-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.


 






    	 	-431-	 



     


    

 


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 party has or can obtain such information without unreasonable effort or expense; provided, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section
3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested
such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any notices to the Rating Agencies shall be sent
to the following addresses:



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

Email: CMBSSurveillance@krollbondratings.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


 






    	 	-432-	 



     


    

 


S&P Global Ratings

55 Water Street, 47th Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.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 hereby grants to the Trustee (in such capacity) a first priority security interest in the
Depositor’s entire right, title and interest in, to and under the Conveyed Assets and all proceeds thereof, in each
case, whether now owned or existing or hereafter acquired or arising. 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


 






    	 	-433-	 



     


    

 


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:


 


(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


 






    	 	-434-	 



     


    

 


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 Serviced Mortgage Loan such information as any Rating Agency shall reasonably request
and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in accordance
with applicable law and without waiving any attorney-client privilege relating to such information or violating the terms of this
Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and 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.


 


Section 13.11     PNC
Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a
Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against
PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association. 


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






    	 	-435-	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	 	 
	 	MORGAN STANLEY CAPITAL I INC.,
	 	Depositor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
	 	Master Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CWCAPITAL ASSET MANAGEMENT LLC,
	 	Special Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Certificate Administrator and as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 


	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	Operating Advisor and Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:  
	 	 	 	Title:


 

MSC 2016-UBS11 - Pooling and Servicing Agreement

 



    	 		 



     


    

 








	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 




 


On the ___ day of ________, ____, before
me, a notary public in and for said State, personally appeared _________ known to me to be a ___________ of Morgan Stanley Capital
I 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.


 





	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 



 

MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


On the ___ day of ________, ____, before
me, a notary public in and for said State, personally appeared ________ known to me to be a _________ of Midland Loan Services,
a Division of PNC Bank, National Association, and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such 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.


 





	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 




 

MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 

	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On the ___ day of ________, ____, before
me, a notary public in and for said State, personally appeared ________ known to me to be a _________ of CWCapital Asset Management
LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 



 

MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 

	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On the ___ day of ________, ____, before
me, a notary public in and for said State, personally appeared ___________ known to me to be a _________ 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.


 





	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 




 

MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


On the ___ day of ________, ____, before
me, a notary public in and for said State, personally appeared ___________ known to me to be a _________ of Park Bridge Lender
Services LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited
liability company, and acknowledged to me that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 



 

MSC 2016-UBS11 - Pooling and Servicing Agreement


 



    	 		 



     


    

 


 


EXHIBIT
A-1


 


FORM
OF REGULAR CERTIFICATE


 


CLASS
[__] 


 


MORGAN
STANLEY CAPITAL I TRUST 2016-UBS11


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2016-UBS11, 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 (CLASS X-D,
CLASS X-E, CLASS X-F, CLASS X-G, CLASS D, CLASS E, CLASS F AND CLASS G) OFFERED PURSUANT TO REGULATION S: 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 (CLASS X-D,
CLASS X-E, CLASS X-F, CLASS X-G, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT (“REGULATION D”) AND 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 (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”),
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 





 



 


		3	Book-Entry
Certificate legend.



 






    A-1-2 


     

    

 


[FOR CLASS X-E, CLASS X-F, CLASS X-G, CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION §
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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 (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, Class F, Class G, Class X-A, Class
X-B, Class X-D, Class X-E, Class X-F AND Class X-G)] 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 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 CLASS X CERTIFICATES: THIS CERTIFICATE
HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. The Notional
Amount of this Certificate will be reduced in connection with the reduction of the certificate balance of any Underlying Class
of Principal Balance Certificates. Accordingly, the Notional amount of this Certificate at any








 






    A-1-3 


     

    

 





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 OF CERTIFICATE TO WHICH THIS CERTIFICATE BELONGS IS BASED
WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE RATE AT WHICH INTEREST
IS PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THE INITIAL PASS-THROUGH RATE CALCULATED ON THE CLOSING
DATE.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS A-S,
CLASS  B, CLASS  C, CLASS  D, CLASS  E, CLASS  F AND CLASS  G): 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.]





 






    A-1-4 


     

    

 


	
        PASS-THROUGH RATE: [_][FOR THE CLASS X CERTIFICATES: VARIABLE IN
        ACCORDANCE         WITH THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)]

         

        INITIAL [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[_______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 25, 2016

         

        FIRST DISTRIBUTION DATE: SEPTEMBER 16, 2016

         

        APPROXIMATE AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF
        THE CLASS [__] CERTIFICATES AS OF THE CLOSING DATE: $[_________]

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO 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.: [_] – [_]




 






    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


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 1,
2016 (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee,
the 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. The Certificates are designated
as the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 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. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time
to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case
of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms
of the Pooling and Servicing Agreement shall govern.


 


[FOR REGULAR CERTIFICATES (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, Class F, Class G, Class X-A, Class
X-B, Class X-D, Class X-E, Class X-F AND CLASS


 






    A-1-6 


     

    

 


X-G):] 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. 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, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C, CLASS D,
CLASS E, CLASS F AND CLASS G): principal and] interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for the subject Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
[FOR 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, CLASS C, CLASS X-D, CLASS
X-E, CLASS X-F, CLASS X-G, CLASS D, CLASS E, CLASS F AND CLASS G 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 applicable Pass-Through Rate specified in the Pooling and Servicing Agreement
on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date.


 


Interest [FOR PRINCIPAL BALANCE CERTIFICATES (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, CLASS F AND CLASS G): and principal] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


  


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement, and the


 






    A-1-7 


     

    

 


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 wiring
instructions no less than (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 presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given 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 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


 






    A-1-8 


     

    

 


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 CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C: 10,000] [FOR CLASS
D, CLASS E, CLASS F AND CLASS G: 100,000] [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.


 


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
permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of
the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders
of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The 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


 






    A-1-9 


     

    

 


(60) days prior
to the anticipated date of purchase; provided, 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 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 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 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO, THE RELATIONSHIP
OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE
PARTIES TO THE POOLING AND SERVICING 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 PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 






    A-1-10 


     

    

 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:  August ___, 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:	 
	 	 	Name:
	 	 	Title:


 






    A-1-11 


     

    

 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT

        JT TEN
	
        - 

        -
	
        as tenants by the entireties 

        as joint tenants with rights of
	Custodian

(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)





 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-12 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-13 


     

    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate have been made:


 






    A-1-14 


     

    

 


EXHIBIT A-2


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 



MORGAN
STANLEY CAPITAL I TRUST 2016-UBS11

Commercial Mortgage Pass-Through Certificates,

Series 2016-UBS11, 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, OR (2) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) AND 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 (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), 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





 






    A-2-1 


     

    

 


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 (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY A PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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-2-2 


     

    

 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 25, 2016

         

        FIRST DISTRIBUTION DATE: SEPTEMBER 16, 2016

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO 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.: V-[_]



 






    A-2-3 


     

    

 


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


 


Morgan
Stanley Capital I Inc.


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the 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 the Percentage Interest in the Class of Certificates specified on the face
hereof. The Certificates are designated as the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11 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. 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 sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 






    A-2-4 


     

    

 


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 the subject 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 wiring
instructions no less than 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 presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given 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


 






    A-2-5 


     

    

 


and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the
Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


The Class V Certificates will
be issued in full, registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of
the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders
of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 






    A-2-6 


     

    

 


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 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 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO, THE RELATIONSHIP
OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE
PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE


 






    A-2-7 


     

    

 


WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 






    A-2-8 


     

    

 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:  August ___,
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:	 
	 	 	Name:
	 	 	Title:


 






    A-2-9 


     

    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:







	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT

        JT TEN
	
        - 

        -
	
        as tenants by the entireties 

        as joint tenants with rights of
	Custodian

(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-10 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-11 


     

    




 


EXHIBIT A-3


 


FORM OF CLASS R CERTIFICATE


 


CLASS R 


 


MORGAN
STANLEY CAPITAL I TRUST 2016-UBS11

Commercial Mortgage Pass-Through Certificates,

Series
2016-UBS11, CLASS R


 


THE INITIAL INVESTOR IN THIS CERTIFICATE, AND
EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE


 






    A-3-1 


     

    

 


FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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 ARTICLE V OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE


  






    A-3-2 


     

    

 


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-3-3 


     

    

 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 25, 2016

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        16, 2016

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL         ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO 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-3-4 


     

    

 


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


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [____________________] is the
registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the 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
Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 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. 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-3-5 


     

    

 


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 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.” The
Certificate Administrator is also hereby irrevocably designated as the “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.


 


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 subject 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 wiring
instructions no less than 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 presentation 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-3-6 


     

    

 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given 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 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 Affidavit by a proposed Transferee under clause (B) above,
if the Certificate Registrar has actual


 






    A-3-7 


     

    

 


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 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. 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
permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of
the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders
of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The 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, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may 


 






    A-3-8 


     

    

 


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 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 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO, THE RELATIONSHIP
OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE
PARTIES TO THE POOLING AND SERVICING 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 PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE
AND TO THE POOLING AND SERVICING AGREEMENT.


 






    A-3-9 


     

    

  


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 


Dated:  August ___, 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:	 
	 	 	Name:
	 	 	Title:





 






    A-3-10 


     

    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT

        JT TEN
	
        - 

        -
	
        as tenants by the entireties 

        as joint tenants with rights of
	Custodian

(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11 


     

    








 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12 


     

    



 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    B-1 


     

    

 







	MSC 2016-UBS11	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	Loan ID	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	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
	MSMCH	1	Vertex Pharmaceuticals HQ	$70,000,000	11 Fan Pier Boulevard & 50 Northern Avenue	Boston	MA	7/15/2016	8/6/2026	2.798%	120	120	0	Yes	0.00000%	0.00250%
	KeyBank	2	SSTII Self Storage Portfolio	$70,000,000	 	 	 	7/28/2016	8/1/2026	3.890%	120	120	360	No	0.01000%	0.00000%
	KeyBank	2.01	SSTII Self Storage - Boynton Beach, FL	$6,017,192	3101 South Federal Highway	Boynton Beach	FL	 	 	 	 	 	 	 	 	 
	KeyBank	2.02	SSTII Self Storage - Santa Rosa, CA	$5,397,239	3937 Santa Rosa Avenue	Santa Rosa	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.03	SSTII Self Storage - Huntington Beach, CA	$5,141,963	7611 Talbert Avenue	Huntington Beach	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.04	SSTII Self Storage - Santa Ana, CA	$3,829,122	4200 Westminster Avenue	Santa Ana	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.05	SSTII Self Storage - Aurora, CO	$3,537,379	435 Airport Boulevard	Aurora	CO	 	 	 	 	 	 	 	 	 
	KeyBank	2.06	SSTII Self Storage - Whittier, CA	$3,391,508	10231 South Colima Road	Whittier	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.07	SSTII Self Storage - Foley, AL	$3,045,064	8141 Highway 59 South	Foley	AL	 	 	 	 	 	 	 	 	 
	KeyBank	2.08	SSTII Self Storage - La Habra, CA	$2,698,619	580 East Lambert Road	La Habra	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.09	SSTII Self Storage - Upland, CA	$2,662,152	1571 West Foothill Boulevard	Upland	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.10	SSTII Self Storage - Forestville, MD	$2,552,748	4100 Forestville Road	District Heights	MD	 	 	 	 	 	 	 	 	 
	KeyBank	2.11	SSTII Self Storage - Troy, MI	$2,516,280	262 East Maple Road	Troy	MI	 	 	 	 	 	 	 	 	 
	KeyBank	2.12	SSTII Self Storage - La Verne, CA	$2,333,941	2234 Arrow Highway	La Verne	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.13	SSTII Self Storage - Lompoc, CA	$2,078,666	517 North 8th Street	Lompoc	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.14	SSTII Self Storage - Fairfield, CA	$2,023,965	2998 Rockville Road	Fairfield	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.15	SSTII Self Storage - Everett, WA	$2,005,731	10919 Evergreen Way	Everett	WA	 	 	 	 	 	 	 	 	 
	KeyBank	2.16	SSTII Self Storage - Monterey Park, CA	$1,896,327	404 Potrero Grande	Monterey Park	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.17	SSTII Self Storage - Bloomingdale, IL	$1,750,456	240 West Army Trail Road	Bloomingdale	IL	 	 	 	 	 	 	 	 	 
	KeyBank	2.18	SSTII Self Storage - Federal Heights, CO	$1,750,456	8920 Federal Boulevard	Federal Heights	CO	 	 	 	 	 	 	 	 	 
	KeyBank	2.19	SSTII Self Storage - Lancaster, CA (43707)	$1,732,222	43707 North Sierra Highway	Lancaster	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.20	SSTII Self Storage - Riverside, CA	$1,713,988	6667 Van Buren Boulevard	Riverside	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.21	SSTII Self Storage - Sterling Heights, MI	$1,695,754	42557 Van Dyke Avenue	Sterling Heights	MI	 	 	 	 	 	 	 	 	 
	KeyBank	2.22	SSTII Self Storage - Warren, MI (Ryan)	$1,659,287	24623 Ryan Road	Warren	MI	 	 	 	 	 	 	 	 	 
	KeyBank	2.23	SSTII Self Storage - Littleton, CO	$1,604,584	3757 Norwood Drive	Littleton	CO	 	 	 	 	 	 	 	 	 
	KeyBank	2.24	SSTII Self Storage - Warren, MI (Groesbeck)	$1,440,479	27203 Groesbeck Highway	Warren	MI	 	 	 	 	 	 	 	 	 
	KeyBank	2.25	SSTII Self Storage - Lancaster, CA (43745)	$1,239,906	43745 North Sierra Highway	Lancaster	CA	 	 	 	 	 	 	 	 	 
	KeyBank	2.26	SSTII Self Storage - Crestwood, IL	$1,203,439	4747 West Calumet Sag Road	Crestwood	IL	 	 	 	 	 	 	 	 	 
	KeyBank	2.27	SSTII Self Storage - Tampa, FL	$1,203,439	9823 West Hillsborough Avenue	Tampa	FL	 	 	 	 	 	 	 	 	 
	KeyBank	2.28	SSTII Self Storage - Beverly, NJ	$1,021,100	4233 Route 130	Beverly	NJ	 	 	 	 	 	 	 	 	 
	KeyBank	2.29	SSTII Self Storage - Chico, CA	$856,994	3860 Benatar Way	Chico	CA	 	 	 	 	 	 	 	 	 
	UBSRES	3	132 West 27th Street	$68,250,000	132 West 27th Street	New York	NY	8/3/2016	8/6/2026	4.184%	120	120	360	Yes	0.00250%	0.00000%
	UBSRES	4	Irish Hills Plaza & Broadway Plaza	$56,500,000	 	 	 	7/28/2016	8/6/2026	4.650%	120	120	360	No	0.00250%	0.00000%
	UBSRES	4.01	Irish Hills Plaza	$32,800,000	1501-1541 Froom Ranch Way	San Luis Obispo	CA	 	 	 	 	 	 	 	 	 
	UBSRES	4.02	Santa Maria Broadway Plaza	$23,700,000	1318-1482 South Broadway	Santa Maria	CA	 	 	 	 	 	 	 	 	 
	UBSRES	5	The 511 Building	$50,000,000	511 11th Avenue South	Minneapolis	MN	7/29/2016	8/6/2026	3.600%	120	120	300	No	0.00250%	0.00000%
	Natixis	6	Fairfield Inn Times Square Fee	$49,000,000	330 West 40th Street	New York	NY	7/6/2016	8/5/2026	4.262%	120	120	0	No	0.00250%	0.00000%
	Natixis	7	Plaza Mexico - Los Angeles	$40,000,000	3100 East Imperial Highway	Lynwood	CA	6/16/2016	7/5/2021	4.598%	60	59	0	No	0.00250%	0.00000%
	UBSRES	8	The Henry	$29,945,904	300 Town Center Drive	Dearborn	MI	6/30/2016	7/6/2026	4.100%	120	119	300	No	0.00250%	0.00000%
	KeyBank	9	The Pinnacle at Bristol Phase II	$22,230,000	532, 546, 554, 562, 574, & 580 Pinnacle Parkway	Bristol	TN	7/29/2016	8/1/2026	4.150%	120	120	360	No	0.01000%	0.00000%
	KeyBank	10	Gateway Plaza	$16,400,000	3637-3751 South Mooney Boulevard	Visalia	CA	7/29/2016	8/1/2026	4.320%	120	120	360	No	0.06000%	0.00000%
	UBSRES	11	Centre City Tower	$16,384,935	650 Smithfield Street	Pittsburgh	PA	6/30/2016	7/6/2021	5.600%	60	59	360	No	0.00250%	0.00000%
	UBSRES	12	Residence Inn - Downtown Clearwater	$16,259,220	940 Court Street	Clearwater	FL	6/23/2016	7/6/2026	5.382%	120	119	360	No	0.00250%	0.00000%
	UBSRES	13	Nameoki Commons	$16,232,323	3401-3551 Nameoki Road	Granite City	IL	6/30/2016	7/6/2026	4.900%	120	119	360	No	0.00250%	0.00000%
	UBSRES	14	Martin Resorts - Best Western Plus Shore Cliff Lodge	$15,800,000	2555 Price Street	Pismo Beach	CA	7/28/2016	8/6/2026	4.250%	120	120	300	No	0.00250%	0.00000%
	UBSRES	15	Newington Business Center	$15,715,000	475 Willard Avenue	Newington	CT	6/29/2016	7/6/2026	4.570%	120	119	360	No	0.00250%	0.00000%
	MSMCH	16	Sprayberry Square	$13,750,000	2550 Sandy Plains Road	Marietta	GA	8/1/2016	8/1/2026	3.750%	120	120	360	No	0.00250%	0.00000%
	KeyBank	17	SpringHill Suites Louisville Airport	$12,125,000	820 Phillips Lane	Louisville	KY	7/29/2016	8/1/2026	4.260%	120	120	300	No	0.01000%	0.00000%
	Natixis	18	Sixty Soho	$12,000,000	60 Thompson Street	New York	NY	2/12/2015	3/5/2026	4.725%	132	115	0	No	0.00250%	0.00000%
	UBSRES	19	Stadium Plaza North	$11,986,640	8333 & 8351 Rochester Avenue, 11966 & 11996 Jack Benny Drive	Rancho Cucamonga	CA	7/6/2016	7/6/2026	4.800%	120	119	360	No	0.00250%	0.00000%
	UBSRES	20	Kansas IHG Portfolio	$11,600,000	 	 	 	8/2/2016	8/6/2026	5.036%	120	120	270	No	0.00250%	0.00000%
	UBSRES	20.01	Holiday Inn Express - Wichita	$6,051,857	10750 Hampton Lakes	Maize	KS	 	 	 	 	 	 	 	 	 
	UBSRES	20.02	Holiday Inn Express - Hutchinson	$5,548,143	911 Porter Street	Hutchinson	KS	 	 	 	 	 	 	 	 	 
	UBSRES	21	Martin Resorts - Avila Lighthouse Suites	$11,400,000	550 Front Street	Avila Beach	CA	7/28/2016	8/6/2026	4.250%	120	120	300	No	0.00250%	0.00000%
	UBSRES	22	Martin Resorts - Pismo Lighthouse Suites	$11,300,000	2411 Price Street	Pismo Beach	CA	7/28/2016	8/6/2026	4.250%	120	120	300	No	0.00250%	0.00000%
	Natixis	23	Fred's Portfolio	$10,089,976	 	 	 	4/11/2016	5/5/2026	5.450%	120	117	360	No	0.00250%	0.00000%
	Natixis	23.01	Fred's-Mansfield, LA	$1,677,610	400 Washington Avenue	Mansfield	LA	 	 	 	 	 	 	 	 	 
	Natixis	23.02	Fred's-Soperton, GA	$1,361,539	4629 West Main Street	Soperton	GA	 	 	 	 	 	 	 	 	 
	Natixis	23.03	Fred's-Haughton, LA	$1,351,119	400 West McKinley Avenue	Haughton	LA	 	 	 	 	 	 	 	 	 
	Natixis	23.04	Fred's-Sterlington, LA	$1,215,660	1320 Highway 2	Sterlington	LA	 	 	 	 	 	 	 	 	 
	Natixis	23.05	Fred's-Richton, MS	$1,180,927	403 Front Street South	Richton	MS	 	 	 	 	 	 	 	 	 
	Natixis	23.06	Fred's-Brinkley, AR	$1,163,560	1311 North Charlyne Street	Brinkley	AR	 	 	 	 	 	 	 	 	 
	Natixis	23.07	Fred's-Haynesville, LA	$1,149,667	9270 Highway 79	Haynesville	LA	 	 	 	 	 	 	 	 	 



 






    	 	 I-1	 



    	 



    

 


 


	MSC 2016-UBS11	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	Loan ID	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	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
	Natixis	23.08	Fred's-Ringgold, LA	$989,894	2866 Bienville Road	Ringgold	LA	 	 	 	 	 	 	 	 	 
	UBSRES	24	Martin Resorts - Paso Robles Inn	$9,400,000	1103 Spring Street	Paso Robles	CA	7/28/2016	8/6/2026	4.250%	120	120	300	No	0.00250%	0.00000%
	KeyBank	25	Mini Storage Depot	$8,475,000	46550 Pontiac Trail	Walled Lake	MI	7/22/2016	8/1/2026	4.880%	120	120	360	No	0.05000%	0.00000%
	MSMCH	26	Hilton Garden Inn Kennett Square	$7,150,000	815 East Baltimore Pike	East Marlborough Township	PA	8/1/2016	8/1/2026	4.300%	120	120	300	No	0.00250%	0.00000%
	UBSRES	27	Bonanza Shopping Center	$6,050,000	1830 & 1930 Clovis Avenue	Clovis	CA	7/22/2016	8/6/2026	4.650%	120	120	300	No	0.00250%	0.00000%
	UBSRES	28	Woodland Village Apartments	$5,200,000	1916 Rayconda Road	Fayetteville	NC	8/2/2016	8/6/2026	4.921%	120	120	360	No	0.00250%	0.00000%
	UBSRES	29	Martin Resorts - The Inn at the Cove	$5,100,000	2651 Price Street	Pismo Beach	CA	7/28/2016	8/6/2026	4.250%	120	120	300	No	0.00250%	0.00000%
	Natixis	30	Oak Creek Apartments	$4,954,041	5817 22nd Street	Lubbock	TX	12/17/2015	1/5/2026	5.903%	120	113	360	No	0.00250%	0.00000%
	KeyBank	31	Chesapeake Square	$4,600,000	25102 Lankford Highway	Onley	VA	7/11/2016	8/1/2026	4.700%	120	120	360	No	0.01000%	0.00000%
	Natixis	32	Great Falls Plaza	$4,175,000	1201 Julian R Allsbrook Highway 	Roanoke Rapids	NC	7/29/2016	8/5/2026	4.980%	120	120	360	No	0.00250%	0.00000%
	KeyBank	33	321 West Geer Street	$4,000,000	321 West Geer Street & 726 Rigsbee Avenue	Durham	NC	7/15/2016	8/1/2026	4.750%	120	120	360	No	0.01000%	0.00000%
	KeyBank	34	Carnegie Corporate Plaza	$3,150,000	6180 & 6190 Cochran Road	Solon	OH	7/29/2016	8/1/2026	4.750%	120	120	360	No	0.01000%	0.00000%
	KeyBank	35	Fresenius Medical Care - Lubbock, TX	$2,860,000	2710 Avenue Q	Lubbock	TX	7/28/2016	8/1/2026	4.600%	120	120	360	No	0.01000%	0.00000%
	Natixis	36	2074-2100 Park Street	$2,743,746	2074 Park Street	Hartford	CT	5/23/2016	6/5/2026	4.990%	120	118	360	No	0.00250%	0.00000%
	KeyBank	37	StaxUp Self Storage - Calexico	$2,592,877	95 East U.S. Highway 98	Calexico	CA	3/3/2016	4/1/2021	5.310%	60	56	360	No	0.01000%	0.00000%
	KeyBank	38	Fresenius Medical Care - Carbondale, IL	$2,340,000	1425 East Main Street	Carbondale	IL	7/28/2016	8/1/2026	4.600%	120	120	360	No	0.01000%	0.00000%


 






    	 	 I-2	 



    	 



    

  






 





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 Capital I Trust 2016-UBS11





			[OR OTHER CERTIFICATE REGISTRAR]



 


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York, New York 10036 


Attention:  Jane Lam


 


		Re:	Transfer of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders of Morgan Stanley
Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 (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), (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 






 





 






 


* Purchaser must include one
of the following two certifications.


 






    Exhibit C-1 


     

    




 


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. 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 Prospectus (and, with respect to Non-Registered Certificates, the Private
Placement Memorandum) 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 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.


  






    Exhibit C-2 


     

    




 





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 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).


 





 



 





** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 






    Exhibit C-3 


     

    




  


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). 


 






    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 Capital I Trust
2016-UBS11


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 





	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 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),


 






    Exhibit D-1-1 


     

    

 


(ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


  


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


 


(iii)          the present
value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.



 






    Exhibit D-1-2 


     

    
 


For purposes of
this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified
in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative
minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the
Purchaser.


 


☐            The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)            the Purchaser
is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)           at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)         the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None of the
above.


 


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 it will not consummate any such transfer to
any person that does not provide such affidavit or agreement, if it knows or believes that any representation contained in such
affidavit and agreement is false or if it has actual knowledge that such person is not a Permitted Transferee or








 






    Exhibit D-1-3 


     

    




 


is
acting as an agent (including a broker, nominee or other middleman) for a person that is not a Permitted Transferee.


 


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:







 






    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 Capital I Trust 2016-UBS11





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11 (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, 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 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 has no actual knowledge that the Transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the Transferee’s statements in the Transferee Affidavit are false.


 


(3)          The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable


 






    Exhibit D-2-1 


     

    

 


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:	
        1055 10th Ave SE

        Minneapolis Minnesota 55414

        Attention: Document Custody

        

        Morgan Stanley Capital I Trust 2016-UBS11 

	 	 	 
	 	Custodian/Trustee Mortgage File No.:	

	 	 	 
	Depositor
	 
	 	Name:	Morgan Stanley Capital I Inc.
	 	 	 
	 	Address:	
        Morgan Stanley Capital I Inc.

        

        1585 Broadway 

        New York, New York 10036

        

        Attention:  Jane Lam

        

	 	 	 
	 	Certificates:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (in such capacity,
the “Custodian”) on behalf of Wells Fargo Bank,
National Association, as trustee (in such capacity, the “Trustee”), for the Holders of Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement, relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11
(the “Pooling and Servicing Agreement”).


 






    Exhibit E-1 


     

    




 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


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 Capital
I Trust 2016-UBS11





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan Stanley Capital I Inc.





1585 Broadway 


New York, New York 10036





Attention:  Jane Lam


 


		Re:	Transfer of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates issued pursuant to that certain Pooling and Servicing
Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with
the above-referenced transaction. 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 “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


 






    Exhibit F-1-1 


     

    

 


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 V and class R 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 Capital
I Trust 2016-UBS11





[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]





[______] 


[______]





Attention: [______]


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used and not otherwise defined herein have
the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class R] Certificate, the Purchaser
is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such 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 V][Class R]
Certificate.


 






    Exhibit F-2-1 


     

    




 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 

Date: _______


 






    Exhibit F-2-2 


     

    

   


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT


 






    Exhibit G-1 


     

    


 



   




	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating Advisor /

Asset Representations Reviewer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Morgan Stanley Capital I Inc.	 	 	 	Midland Loan Services	 	 	 	CWCapital Asset Management LLC	 	 	 	Park Bridge Lender Services LLC	 	 	 
	 	 	 	1585 Broadway	 	 	 	a Division of PNC Bank, N.A	 	 	 	7501 Wisconsin Avenue	 	 	 	600 Third Avenue, 40th Floor		 	 
	 	 	 	New York, NY 10036	 	 	 	10851 Mastin Street, Suite 700	 	 	 	Suite 500 W	 	 	 	New York, NY 10022	 	 	 
	 	 	 	 	 	 	 	Overland Park, KS 66210	 	 	 	Bethesda, MD 20814	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: General Information Number	 	 	 	Heather Wagner	 	 	 	Contact: Brian Hanson	 	 	 	Contact:              David Rodgers	 	 	 
	 	 	 	Phone Number: (212) 761-4000	 	 	 	Phone Number: (913) 253-9570	 	 	 	Phone Number: (202) 715-9500	 	 	 	Phone Number:   (212) 310-9821	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 1 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of
the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class
and dividing the result by (A).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 Controlling
    Class Information	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	Controlling Class: G	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 Effective as of: mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24 



     

    






 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations 	0.00	 	 	Trustee Fee - Wells Fargo Bank,
    N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Asset Representations Reviewer Fee
    - Park Bridge Lender Services LLC 	0.00	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type (1)	 	State   (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 								 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24 



     

    
 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	Anticipated Remaining Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

Balance	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 	Anticipated Remaining

Term (2)	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Amortization Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Remaining			%
    of				 
	 	 	 	 	 	 	 	 	 	Amortization	#
    of	Scheduled	Agg.	WAM	 	Weighted	 
	 	Note
    Rate	 	Term	loans	Balance	Bal.	 (2)	 WAC	Avg
    DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 				% of				 	 	 	 	 	 	 	 	 
	 	Note	# of	Scheduled	Agg	WAM	 	Weighted	 	 	 	 	 	 	 	 	 
	 	 Rate	 loans	 Balance	Bal.	(2)	WAC	Avg DSCR (3)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining			%
    of				 
	 	 	 	 	 	 	 	 	 	Stated	#
    of	Scheduled	Agg.	WAM	 	Weighted	 
	 	 	 	 	 	 	 	 	 	Term	 loans	Balance	Bal.	 (2)	WAC	Avg
    DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

 



    	Page 8 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Age
    of Most Recent NOI	 	Debt
    Service Coverage Ratio (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Age
of Most


Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (3)	 	Debt Service
 Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.	 
	 	(3) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer, information from the offering document is used. The DSCRs reported by the Master Servicer may be based on a period of less than 12 months. Regardless, DSCRs are normalized based on the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement. The Certificate Administrator makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 


    	Page 9 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 
	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24 



     

    









 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A  	-	Payment Not Received	0  	- Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	- One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	- Two Months Delinquent	5	-	Non Performing Matured Balloon  	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	- Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24 



     

    


 


	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24 



     

    









 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16





	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24 



     

    



 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	 	 	Stated
    Principal

    Balance at

    Contribution	 	 	Current
    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24 



     

    


 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24 



     

    

 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24 



     

    
 





	 	 	 	 
		Morgan
Stanley Capital I Trust 2016-UBS11

Commercial Mortgage Pass-Through Certificates

Series 2016-UBS11	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/16/16
	8480 Stagecoach Circle	Record Date:	8/31/16
	Frederick, MD 21701-4747	Determination Date:	9/12/16






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	Other Disclosable Special Servicer Fees	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24 



     

    



 




 


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 “Wells Fargo Bank, National
Association, as Trustee for the registered holders of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Trust Administration Group – MSC 2016-UBS11,
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 Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)           the offer of the
Certificates was not made to a person in the United States;


 





 



 


		*	Select
appropriate depository.



 






    Exhibit I-1 


     

    




 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:














 


Dated: _______


 


cc: Morgan Stanley
Capital I Inc.


 





 



 


**Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit I-2 


     

    

   


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS)





Morgan Stanley Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. 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,


 


[(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,]*


 





 



 





*Insert
one of these two provisions, which come from the definition of “offshore transaction” in  Regulation S.


  






    Exhibit J-1 


     

    

 


 


[(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: Morgan Stanley Capital I Inc.


 






    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 Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. 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 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


 





 



 


*   Select appropriate depository.



 






    Exhibit K-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 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: Morgan Stanley Capital I Inc.


 






    Exhibit K-2


     


    

 





EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are 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


 








 



 


*   Select, as applicable.



 






    Exhibit L-1 


     


    

 


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 Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. 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: Morgan Stanley Capital I Inc.


 


 






 


**      Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.





 






    Exhibit M-2 


     


    

 










EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Morgan Stanley Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. 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,


 


[(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,]*


 





 






 


*      Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 







    Exhibit N-1 


     


    

 


[(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: Morgan Stanley Capital I Inc.


 






    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 Capital I Trust
2016-UBS11


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. 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 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


  






    Exhibit O-1 


     


    

 


Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Morgan Stanley Capital I Inc.


 






    Exhibit O-2 


     


    

 





EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(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 Capital I Trust 2016-UBS11 


trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates 







 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, 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 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


 






    Exhibit P-1A-1 


     


    

 


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.


	 	 	 
	 	[Certificateholder, beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    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]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile:  (913) 253-9001	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-UBS11 Series 2016-UBS11
	 	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland  20814

Attention:  Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com 
	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-UBS11

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	
         

         

         

         

	 	 	 


		Re:	Morgan
Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates 







 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, 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.


 


	 	[Directing Certificateholder][Controlling
Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 





Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    Exhibit P-1B-3 


     


    

 





EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER 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 Capital I Trust 2016-UBS11

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


 


		Re:	Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates 







 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, 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 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


 






    Exhibit P-1C-1 


     


    

 


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.


 


	 	[Certificateholder, beneficial
owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 





Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    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]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile:  (913) 253-9001	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-UBS11 Series 2016-UBS11
	 

                                Park Bridge Lender Services LLC
 600 Third Avenue, 40th Floor
 New York, NY 10016
 Attention:  MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
		
        CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com

	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-UBS11

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	 
	 	 	 


		Re:	Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates 







 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.             The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 






    Exhibit P-1D-1 


     


    

 


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 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


 






    Exhibit P-1D-2 


     


    

 


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.


 


	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    Exhibit P-1D-3 


     


    

 





EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile:  (913) 253-9001	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Capital I TRUST 2016-UBS11 Series 2016-UBS11
	 	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland  20814

Attention:  Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com 
	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-UBS11

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	 
	 	 	 


		Re:	Morgan Stanley Capital
I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, Class [_] Certificates 







 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY CAPITAL I TRUST 2016-UBS11, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-UBS11, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF
THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.            
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 






    Exhibit P-1E-1 


     


    

 


2.            
The undersigned has become 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 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


 






    Exhibit P-1E-2 


     


    

 


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 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


 






    Exhibit P-1E-3 


     


    

 


and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.         
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    Exhibit P-1E-4 


     


    

 





EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED 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 Capital I Trust Series 2016-UBS11

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 Capital I Trust 2016-UBS11 Series
        2016-UBS11

         



		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.            
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.            
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1 


     


    

 


3.            
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Morgan Stanley Capital I Trust 2016-UBS11 securitization should be revoked as
to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 





 


4.            
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


  


cc: Morgan Stanley Capital I Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 



    Exhibit P-1F-2 


     


    







	 	 	 
	Name:	 	 
	Title:	 	 



 



    Exhibit P-1F-3 


     


    







 


EXHIBIT P-1G





 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile:  (913) 253-9001	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-UBS11 Series 2016-UBS11

CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland  20814

Attention:  Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com 
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 
	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-UBS11

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	 
	 	 	 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11, 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.


 


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


 






    Exhibit P-1G-1 


     


    

 


each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______ 


cc: Morgan Stanley Capital I Inc.


 






    Exhibit P-1G-2 


     


    

 





EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSC 2016-UBS11


 


		Attention:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2016
(the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction, 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 Morgan Stanley Capital I Inc. (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of August 1,
2016 (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, and Wells Fargo Bank, National
Association, as Certificate Administrator, Custodian and 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:


  


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York, New York 10036 


Attention: Jane Lam


 



    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 MSC 2016-UBS11


 


	Attention:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 


This Certification has been prepared for provision
of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at
ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, 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 Asset Reviewers, LLC, BlackRock Financial Management,
Inc., Trepp, LLC, Bloomberg, L.P., Thomson Reuters Corporation, CMBS.com, Inc., Intex Solutions, Inc. or Markit Group Limited,
or such other market data provider chosen by the Depositor that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


	2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


	3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


	4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1 


     

    

 


	5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2 


     

    

 


EXHIBIT Q-1


 


INITIAL CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, 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(b) or
(c), as applicable, 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 (A) subject to the final proviso of the definition of “Mortgage
File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement, all documents
specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of “Mortgage
File” are in its possession, (B) the documents listed in clause (A) 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 (C) each Mortgage Note has been endorsed
as provided in clause (i) of the definition of “Mortgage File”.


 


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-1-1 


     

    

 


EXCEPTIONS


 


[_____]


 






    Exhibit Q-1-2 


     

    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN
SELLER’S NOTICE ADDRESS]


 






    Exhibit Q-1-3 


     

    

 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention: 
Jane Lam


  


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


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 


Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: Leo Huang


 


Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: General Counsel


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2016-UBS11


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)



 






    Exhibit Q-1-4 


     

    

 



EXHIBIT Q-2


 


FINAL CUSTODIAN CERTIFICATION/EXCEPTION
REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11



  


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, 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(b) or
(c), as applicable, 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 (A) subject to the final proviso of the definition of “Mortgage
File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement, all documents
specified in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and
(xii) of the definition of “Mortgage File” required to be included in the Mortgage File (to the extent required
to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents specified in the other clauses
of the definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s
behalf) to be required pursuant to the Pooling and Servicing Agreement, are in its possession, (B) the documents listed in clause
(A) have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity
date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (D) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    Exhibit Q-2-1 


     

    

 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit Q-2-2 


     

    

 


EXCEPTIONS


 


[_____]


 






    Exhibit Q-2-3 


     

    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 






    Exhibit Q-2-4 


     

    

 


		Morgan Stanley Capital I Inc.





		1585 Broadway





		New York, New York 10036





		Attention: Jane Lam



 


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




CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 





Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: Leo Huang


 


Ellington Management Group, LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

Attention: General Counsel


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2016-UBS11


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit Q-2-5 


     

    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY
BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


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





	 
	SPACE ABOVE THIS LINE FOR RECORDER’S USE



 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association,
a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis
Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”),
hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the “Master Servicer”),
by and through the Master Servicer’s duly appointed officers, as the Trustee’s true and lawful Attorney-In-Fact, 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 (12) below; provided however, that the documents described below may only be executed
and delivered by the Attorney-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing
Agreement, dated as of August 1, 2016 (the “Agreement”) between Morgan Stanley Capital I Inc., as depositor,
the Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewers, and Wells Fargo Bank, National Association, as Certificate Administrator and Trustee in connection
with the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 and no power
is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney
is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage 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 Wells Fargo Bank, National Association, as Trustee, and to use or


 


 



    Exhibit R-1-1 


     

    




take any lawful means for recovery
by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation
and issuance of statements of breach, notices of default, and/or notices of sale, 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 Wells Fargo Bank, National Association, as Trustee, in
litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank, National Association,
as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.          Transact business of any
kind regarding the Loans and the Mortgaged Properties.


 


4.          Obtain an interest in
the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, 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, the Loans
and/or the Mortgaged Properties, 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, non-disturbance and attornment
agreements, leasing 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 Mortgaged Properties,
in the interest of Wells Fargo Bank, National Association, as 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.          [RESERVED].


 


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.          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.


 


10.        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.


 


11.        Convey the Property to
the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title to real
estate owned property (“REO Property”).


 


12.        Execute and deliver the
following documentation with respect to the sale of the 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 Mortgaged Property to a party contracted
to purchase same, escrow instructions and any 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 August 25, 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 Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the 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 Wells Fargo Bank, National Association, as Trustee under the Agreement.


 






    Exhibit R-1-3 


     

    

 


IN WITNESS WHEREOF, Wells Fargo
Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by a duly
elected and authorized signatory this _________ day of ________, 2016.





	 	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association,
    as Trustee,
	 	 	 	 	 	 
	 	 	For Morgan Stanley Capital I Trust
    2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11
	 	 	 	 	 
	 	 	 	 	By:	 
	Witness:	 	 	 	                                                                                    ,
    Vice President
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	Attest:	Assistant                   	 	 	 
	Secretary	 	 	 	 





 





    Exhibit R-1-4 


     

    

 


CORPORATE ACKNOWLEDGMENT


 


State of Maryland


 


County of ________________


 


On this ______ day of  ______________ , 2016, before me, the
undersigned, a Notary Public in and for said County and State, personally appeared _____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as a Vice President
of Wells Fargo 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:
	 	 
	 	Wells Fargo 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: 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com 


	 
	SPACE ABOVE THIS LINE FOR RECORDER’S USE





 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia Maryland 21045,
not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints CWCapital
Asset Management LLC (“Special Servicer”) as its true and lawful attorney-in-fact (“Attorney-In-Fact”),
and in its name, aforesaid Attorney-In-Fact, by and through its duly appointed officers and employees, 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 (8) below; provided however, that the documents described below may only be executed and delivered by the
Attorney-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of
August 1, 2016 (the “Agreement”) between Morgan Stanley Capital I Inc., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, and Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, on behalf of Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage
Pass-Through Certificates, Series 2016-UBS11, and no power is granted hereunder to take any action that would be adverse to the
interests of Wells Fargo 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



 






    Exhibit R-2-1 


     

    

 


			to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, 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 and the Properties.



 


		4.	Obtain an interest therein and/or building thereon, as Wells Fargo Bank, National Association, as 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 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, non-disturbance and attornment agreements,
leasing 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) and (4) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage 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.



 






    Exhibit R-2-2 


     

    

 


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 August 25, 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 Wells Fargo
Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by the Trustee by reason or result of the 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 Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


Third parties without actual notice may rely upon the exercise of the
power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in
full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 






    Exhibit R-2-3 


     

    

 


Witness my hand and seal this ______ day of ________________,
2016.





	 	 	 	 	 	 
	 	 	 	 	Wells Fargo Bank, National Association, as Trustee, for Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	                                                                                      , Vice President
	 	 	 	 	 
	Witness:	 	 	 
	 	 	 	 	 	 
	Attest:	, Assistant Secretary          	 	 	 







 






    Exhibit R-2-4 


     

    

 


CORPORATE ACKNOWLEDGMENT


 


State of Maryland


 


County of ________________


 


On this  ______ day of ______________ , 2016, before me, the
undersigned, a Notary Public in and for said County and State, personally appeared _____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as a Vice President
of Wells Fargo 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:
	 	 
	 	Wells Fargo Bank, National Association, 
	 	as Trustee







 






    Exhibit R-2-5 


     

    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS OF SERVICED COMPANION LOANS


 


	 	 
	Loan	Companion Holder
	
          

        SSTII Self Storage Portfolio

         

         

         
	
         

        Note A-2

         

        KeyBank National Association

         

        NOTICE ADDRESS:

         

        KeyBank National Association 

        11501 Outlook Street, Suite 300 

        Overland Park, Kansas 66211 

        Facsimile No.: 877-379-1625 

        Attn: Loan Servicing

         

        with a copy to:

         

        Daniel Flanigan, Esq. 

        POLSINELLI 

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112 

        Facsimile No.: 816-753-1536

         

	
         

        132 West 27th Street

         

         

         
	
         

        Note A-3

         

        Cantor Commercial Real Estate Lending L.P.

         

        NOTICE ADDRESS:

         

        Cantor Commercial Real Estate Lending, L.P. 

        110 East 59th Street, 6th Floor 

        New York, New York 10022 

        Attention: Legal Department 

        Facsimile No.: (212) 610-3623 

        Email: legal@ccre.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Lisa Pauquette, Esq.




 






    Exhibit S-1 


     

    

 





	 	


Facsimile No.: (212) 504 6666





Email: lisa.pauquette@cwt.com


 






	
         

        Plaza Mexico – Los Angeles

         

         

         
	
         

        

        Note A-1 and Note A-6

        

         

        Wilmington Trust, National Assoiation, as trustee, for the benefit
of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee SGCMS 2016-C5

         

        with a copy to:

         

        CMBSTrustee@wilmingtontrust.com 

        Facsimile No.: (302) 636-4140

         

        Note A-4 and Note A-5

          

        Natixis Real Estate Capital LLC

         

        NOTICE ADDRESS:

         

        Natixis Real Estate Capital LLC 

        1251 Avenue of the Americas 

        New York, New York 10020 

        Attention: Real Estate Administration

        Email: USCIBSAFAssetManagementTeam@us.natixis.com

         

        with a copy to:

         

        Natixis North America LLC

        Office of the General Counsel 

        1251 Avenue of the Americas

        New York, New York 10020

         

	
        

         

        Sixty Soho

         
	
        

         

        Note A-1

         



  






    Exhibit S-2 


     

    

 





	
        

         

        

         

         

         
	
        

        

        Natixis Real Estate Capital LLC

         

        NOTICE ADDRESS:

         

        Natixis Real Estate Capital LLC 

        1251 Avenue of the Americas 

        New York, New York 10020 

        Attention: Real Estate Administration 

        Email: USCIBSAFAssetManagementTeam@us.natixis.com

         

        with a copy to:

         

        Natixis North America LLC 

        Office of the General Counsel 

        1251 Avenue of the Americas 

        New York, New York 10020

         



  






    Exhibit S-3 


     

    

 


EXHIBIT T


 


FORM OF NOTICE RELATING
TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 





[With respect to the Vertex Pharmaceuticals HQ Whole Loan:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-BNK1 Asset Manager

Telecopy Number: (704) 715-0036]


 


[With respect to the Sixty Soho Whole Loan: [address of the related Non-Serviced Master Servicer]]


  


VIA FACSIMILE


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11,
and the [Vertex Pharmaceuticals HQ Whole Loan][Sixty Soho Whole Loan] (the subject “Whole Loan”)










 


Dear [__________]:


 





The Certificate Administrator,
on behalf of Morgan Stanley Capital I Trust 2016-UBS11 as holder of one or more promissory notes related to the subject Whole Loan
(collectively, the related “Mortgage Loan”), hereby directs you, as the master servicer (the “Non-Serviced
Master Servicer”) for the subject Whole Loan, as follows:


 


The Non-Serviced Master
Servicer shall remit to Midland Loan Services, a Division of PNC Bank, National Association, as the master servicer with respect
to the Morgan Stanley Capital I Trust 2016-UBS11 (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 related Mortgage Loan.


 


The related Mortgage Loan [is][is not] a “significant obligor” (within the meaning (g) of
Item 1101(k) of Regulation AB) with respect to the MSC 2016-UBS11 trust.


  


Thank you for your attention
to this matter.


 






    Exhibit T-1 


     

    

 


Date:_________________________





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]







 






    Exhibit T-2 


     

    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING
DEFEASANCE OF MORTGAGE LOAN



 


		To:	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




 


Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

E-mail: CMBSSurveillance@krollbondratings.com


 


S&P Global Ratings

55 Water Street, 47th Floor

New York, New York 10041


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and
Servicing Agreement dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley
Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11.



 


	Date:	_________, 20___



 






    Exhibit U-1 


     

    

 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11



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: This report will be delivered annually no
later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of August 1, 2016
(the “Pooling and Servicing Agreement”).


 


Transaction: Morgan Stanley Capital I Trust 2016-UBS11,

Commercial Mortgage Pass-Through Certificates,

Series 2016-UBS11


 


Operating Advisor: Park Bridge Lender Services LLC


 


Special Servicer: CWCapital Asset Management LLC


 


Directing Certificateholder: [______]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special
servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the
Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
implemented.



 


		II.	Executive Summary



 


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing
Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations of the Special
Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating Advisor
notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the assessment set forth
in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third
party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction
calculations 



 






    Exhibit V-1 


     

    




 


and
[LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage loans]


 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis
of the Asset Status Reports (including related net present value calculations and Appraisal Reduction calculations) related to
the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For instance,
we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and
made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor.
Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the special servicer.



 


		a.	The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of 



 






    Exhibit V-2 


     

    

 


the
related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any:
[LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken
and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special
Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed
in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant
information that the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the certificate administrator through the certificate administrator’s website.



 






    Exhibit V-3 


     

    

 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement.








	 	 	 
	 	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-4 


     

    

  


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National
Association


as Trustee


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) Morgan Stanley Capital
I Trust 2016-UBS11

Telecopy Number: (410) 715-2380


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) Morgan Stanley Capital
I Trust 2016-UBS11

Telecopy Number: (410) 715-2380


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 


		Re:	Morgan Stanley Capital I Trust 2016-Ubs11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 

Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and
Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders of
Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is our assessment that CWCapital Asset Management LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in


 






    Exhibit W-1 


     

    

 


accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that CWCapital 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


 


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


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 


		Re:	Access to Certain Information Regarding Morgan Stanley Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of August 1, 2016 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction. Defined terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)/CWCapital Asset Management LLC (“CWCapital”)] 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.


 


[Midland/CWCapital] 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 [Midland/CWCapital]
by third parties, (b) may not have been verified by [Midland/CWCapital], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Midland/CWCapital], 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


 






    Exhibit X-1 


     

    




 





[_____] [__], 20[__]

Page 2



 


Information, (y) any
use of the Confidential Information, or (z) [Midland/CWCapital]’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 [Midland/CWCapital]; (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 [Midland/CWCapital]; (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 [Midland/CWCapital]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/CWCapital]’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”).
[Midland/CWCapital] 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) [Midland/CWCapital] 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. [Midland/CWCapital] shall cease to
provide the Company with Confidential Information if [Midland/CWCapital] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Midland/CWCapital] 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. [Midland/CWCapital]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential


 






    Exhibit X-2 


     

    

 





[_____] [__], 20[__]

Page 3







 


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, [Midland/CWCapital] 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 [Midland/CWCapital]’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,
	 	 
	 	[Midland Loan Services, a Division of PNC Bank, National Association
	 	 
	 	By: PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	
	 	 	Name:

Title:]
	 	 	 
	 	[CWCAPITAL 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 of Morgan Stanley Capital I 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 Morgan Stanley Capital I Trust 2016-UBS11 (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 statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) have fulfilled their obligations
under the servicing agreement(s) 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) Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Trustee and Custodian, and Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer; and


 


(B) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer and Non-Serviced Custodian, and Rialto Capital Advisors, LLC, as Non-Serviced
Special





 






    Exhibit Y-1 


     

    

  


Servicer,
in each case under the WFCM 2016-BNK1 PSA, pursuant to which the Vertex Pharmaceuticals HQ Mortgage Loan is serviced.




 


Date:_________________________


 





	 	 	 	 
	[_____]

President

(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 CAPITAL I TRUST 2016-UBS11 (the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of August 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification] and to Morgan Stanley Capital I 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 CAPITAL I TRUST 2016-UBS11 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer under that certain Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending
[December 31, 20__] (the “Relevant Period”),
and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate
delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b)
and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period
and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator
for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the
statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer
relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is,
responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based
upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered
under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation
AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer
under Section 11.09 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects during the Relevant Period;






 






    Exhibit Z-2-1 


     

    

 


		4.	The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance
with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing
criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function
Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness
of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared
by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done
so in accordance with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 
	 	Midland Loan Services, a Division of PNC Bank, National Association
	 	 
	 	By:	PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:

Title:










 






    Exhibit Z-2-2 


     

    

  


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


MORGAN
STANLEY CAPITAL I TRUST 2016-UBS11 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of CWCAPITAL ASSET MANAGEMENT LLC (the “Special
Servicer”) as Special Servicer under that certain Pooling and Servicing Agreement dated as of August 1, 2016 (the
“Pooling and Servicing Agreement”), relating
to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, on behalf of the
Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc.
and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending
[December 31, 20__] (the “Relevant Period”),
all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate
Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information
contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is,
responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based
upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required to be delivered
under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer
under Section 11.09 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Special Servicer assessment of compliance with
the Relevant Servicing Criteria, in order 



 






    Exhibit Z-3-1 


     

    

 


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:


	 	 	CWCAPITAL ASSET MANAGEMENT LLC
	 	 	 
	 	 	By:	 
	 	 	 	Name:

Title:



 






    Exhibit Z-3-2 


     

    

  


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


MORGAN
STANLEY CAPITAL I TRUST 2016-UBS11 (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I 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:


 


	 	 	WELLS FARGO 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 CAPITAL I TRUST 2016-UBS11 (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 August 1, 2016 (the “Pooling and Servicing Agreement”),
relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, certify
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with
the knowledge and intent that 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 CAPITAL I TRUST 2016-UBS11 (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I
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 CAPITAL I TRUST 2016-UBS11 (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 August 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11,
Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification]
and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and
their respective officers, directors and affiliates, and with the knowledge and intent that 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, 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-UBS11 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



 






    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

        



 









    Exhibit BB-3 


     

    

 

	 	
        of the Collection Account as of the
related Distribution Date and the preceding Distribution Date)

        ·      Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ·      Any
        other party responsible for 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-

        
	·      The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 


 






    Exhibit BB-4 


     

    




 

	K), but only if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 	 
	
        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-UBS11 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:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 


 






    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:

         

        ·      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ·    The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ·      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·    The Depositor	 


 






    Exhibit CC-2 


     

    




 

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ·      Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ·      Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        ·      Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·    Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	
         

        ·    Depositor

         



 






    Exhibit CC-3 


     

    

 

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·      Master
        Servicer (as to itself)

         

        ·      Special
        Servicer (as to itself)

         

        ·      Certificate
        Administrator (as to itself)

         

        ·      Trustee
        (as to itself)

         

        ·      Depositor
        (as to itself)

         

        ·      Operating
        Advisor (as to itself)

         

        ·      Asset
        Representations Reviewer (as to itself)

         

        ·      Trustee/Certificate
Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·      Each
Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·      Originators
under Item 1110 of Regulation AB

         

        ·      Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	
        ·      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)).

        

        ·      Special
        Servicer

        

        ·      Certificate
        Administrator

        

        ·      Operating
        Advisor

        

        ·      Asset
        Representations Reviewer

        

        ·      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



 






    Exhibit CC-4 


     

    

 

	
         

        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-UBS11 transaction) between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to
        an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-UBS11
        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

        
	
        Prospectus as an “originator” of
        one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
        of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        

        ·      Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

        

        ·      Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        

        ·      Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         



 






    Exhibit CC-5 


     

    

 

	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”. 

                                                                                 
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-UBS11 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

        
	
        ·    The
Depositor

        ·    Each
        Mortgage Loan Seller

         



 






    Exhibit CC-6 


     

    




 



	
        material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 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):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	·    Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)

        
	·    Depositor


 






    Exhibit CC-7 


     

    




 

	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·      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 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):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

        
	·      Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No.
        12 of Item 601 of Regulation S-K)

        
	·      Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

        
	·      Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)

        
	·      Not Applicable.
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No.
        16 of Item 601 of Regulation S-K)

        
	·      Not Applicable


 






    Exhibit CC-8 


     

    

 

	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No.
        18 of Item 601 of Regulation S-K)

        
	·    Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601
        of Regulation S-K)

        
	·    Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote
        of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

        
	·    Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
        that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

        
	·    Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of
        this Pooling and Servicing Agreement.

         
	
        ·    Master
Servicer 

        ·    Special
Servicer 

        ·    Depositor

        ·    Any
        other Servicing Function Participant

         

        provided, however, in each case, that
        such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that
        such party is required to deliver or cause the delivery of the related attestation report.

        
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	·    Certificate Administrator 	 


 






    Exhibit CC-9 


     

    

 

	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i)
        of Item 601 of Regulation S-K).

        
	·      Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	·      Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601
        of Regulation S-K).

        
	·      Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria
        for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	·      Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	·      Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601
        of Regulation S-K).

        
	·      Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	·      Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	·      Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).

        
	·      Not Applicable.


 






    Exhibit CC-10 


     

    

 

	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)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]

        

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]

         








 






    Exhibit CC-11 


     

    

  


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (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-UBS11 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):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)
	·    Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
	
        ·    Certificate
        Administrator

         

        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):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16
        of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of
        Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
        No. 20 of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·    Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

        
	·    Not Applicable.




 






    Exhibit DD-4 


     

    

 


	
        

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	·    Not Applicable.


 






    Exhibit DD-5 


     

    


 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO
410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association, as Certificate
Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) (CMBS)




Morgan Stanley Capital I Inc., Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11—SEC REPORT PROCESSING


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05] [11.07]
of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, 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.	KeyBank National Association



 


		2.	Bernard Financial Corporation d/b/a Bernard Financial
Servicing Group



 











    Exhibit FF-1 


     

    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	KeyBank National Association



 



  











    Exhibit GG-1 


     

    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,

Series 2016-UBS11 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [CWCapital Asset
Management LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator and Custodian] [Wells
Fargo Bank, National Association, as Trustee] (the “Certifying Servicer”), certify to Morgan Stanley Capital
I Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting
Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	___________________________________	 








	 	 	 
	[Midland Loan Services, a Division of PNC Bank, National Association, as master servicer	 
	By: PNC BANK, NATIONAL ASSOCIATION]	 
	[CWCAPITAL ASSET MANAGEMENT LLC, as special servicer]	 
	[WELLS FARGO BANK, NATIONAL ASSOCIATION as certificate administrator and custodian]	 
	[WELLS FARGO 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@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref: MSC 2016-UBS11, 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	MSC
    2016-UBS11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSC
    2016-UBS11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSC
    2016-UBS11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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) MSC 2016-UBS11—SEC REPORT PROCESSING


Email: cts.sec.notifications@wellsfargo.com 


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11, 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 MSC 2016-UBS11


 


Midland Loan Services, a Division of PNC Bank, National Association


as Master Servicer


10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy Number: (913) 253-9001


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com


 


Park Bridge Lender Services LLC


as Operating Advisor


600 Third Avenue,
40th Floor


New York, NY 10016


Attention: MSC 2016-UBS11-Surveillance Manager


(with a copy sent
contemporaneously via email to


cmbs.notices@parkbridgefinancial.com)


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial
Mortgage Pass-Through Certificates, Series 2016-UBS11 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates,
Series 2016-UBS11



 


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.


 






    Exhibit NN-1 


     

    

 


		1.	Our name and address is as follows:






	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info: [Tel/Email]	 














 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. 


	 	 	 
	 	Very truly yours,
	 	
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 






    Exhibit NN-2 


     

    

 


EXHIBIT OO


 


FORM OF ASSET REVIEW REPORT
BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11



 


Ladies and Gentlemen:


 


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated as of August 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 in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this 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 Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of August 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 in accordance with the terms of the Pooling and Servicing Agreement, and is
hereby issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 








 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter
the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.



 






    Exhibit PP-1 


     


    

 











	 	 	 
	 	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 MSC 2016-UBS11 


Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series
2016-UBS11



  


In accordance with the requirements for
obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:





 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][a designee
of the Depositor, who by its signature below is requesting that the undersigned be granted access to the Secure Data Room].



  


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted
to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will
not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



  


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed
to have recertified that the representations above remains true and correct.



 









    Exhibit 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: _______


  


[Morgan Stanley Capital I
Inc., 


as Depositor]*


 


	By:	  	 
		[Name]

[Title]	 






 








 



 


*     Required to the extent
that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data
Room.



 






    Exhibit RR-2 


     


    

 





EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	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	 	
        Park Bridge Lender
Services LLC

        600 Third Avenue, 40th Floor

New York, NY 10016

Attention: MSC 2016-UBS11-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 	 
	CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland  20814

Attention:  Brian Hanson (MSCI 2016-UBS11)

Email: CWCAMnoticesMSCI2016-UBS11@cwcapital.com	 	 
	 	 	 


		Attention:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, 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 Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through
Certificates, Series 2016-UBS11

	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]














 






    Exhibit SS-2 


     


    

 


EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York, New York 10036 


Attention:  Jane Lam


 


	 	Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 (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 August 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-1-2 


     


    

 








EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


  


[Date]





 


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York, New York 10036 


Attention:  Jane Lam


 


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


 


	 	Re:	Morgan Stanley Capital I Trust 2016-UBS11, Commercial Mortgage Pass-Through Certificates, Series 2016-UBS11 (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 August 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:

         
	
        

        Sutherland Asbill & Brennan LLP 

        700 Sixth Street NW, Suite 700 

        Washington, DC 20001 

        Attn: Lisa A. Rosen 

        Facsimile No.: (202) 637-3593

	 	 	 	 


 






    Exhibit TT-2-3 


     


    







 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Vertex Pharmaceuticals HQ



 


		2.	SSTII Self Storage Portfolio



 


		3.	132 West 27th Street



 


		4.	Fairfield Inn Times Square Fee



 


		5.	Plaza Mexico - Los Angeles



 


		6.	Sixty Soho



 






    Schedule 1-1 


     


    

 





Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule




 


	Month 
	Class
                                         A-SB Planned 

                                         Principal Balance ($) 

	0	55,900,000.00
	1	55,900,000.00
	2	55,900,000.00
	3	55,900,000.00
	4	55,900,000.00
	5	55,900,000.00
	6	55,900,000.00
	7	55,900,000.00
	8	55,900,000.00
	9	55,900,000.00
	10	55,900,000.00
	11	55,900,000.00
	12	55,900,000.00
	13	55,900,000.00
	14	55,900,000.00
	15	55,900,000.00
	16	55,900,000.00
	17	55,900,000.00
	18	55,900,000.00
	19	55,900,000.00
	20	55,900,000.00
	21	55,900,000.00
	22	55,900,000.00
	23	55,900,000.00
	24	55,900,000.00
	25	55,900,000.00
	26	55,900,000.00
	27	55,900,000.00
	28	55,900,000.00
	29	55,900,000.00
	30	55,900,000.00
	31	55,900,000.00
	32	55,900,000.00
	33	55,900,000.00
	34	55,900,000.00
	35	55,900,000.00
	36	55,900,000.00
	37	55,900,000.00
	38	55,900,000.00
	39	55,900,000.00
	40	55,900,000.00
	41	55,900,000.00
	42	55,900,000.00
	43	55,900,000.00
	44	55,900,000.00
	45	55,900,000.00
	46	55,900,000.00
	47	55,900,000.00
	48	55,900,000.00
	49	55,900,000.00
	50	55,900,000.00
	51	55,900,000.00
	52	55,900,000.00
	53	55,900,000.00
	54	55,900,000.00
	55	55,900,000.00
	56	55,900,000.00







 

	Month 
	Class
                                         A-SB Planned 

                                         Principal Balance ($) 

	57	55,900,000.00
	58	55,900,000.00
	59	55,887,902.69
	60	55,073,627.24
	61	54,161,029.55
	62	53,186,772.58
	63	52,267,209.06
	64	51,286,185.78
	65	50,359,605.12
	66	49,429,605.60
	67	48,322,986.80
	68	47,385,457.40
	69	46,386,982.79
	70	45,442,303.84
	71	44,436,884.45
	72	43,485,003.27
	73	42,529,608.65
	74	41,513,780.51
	75	40,551,104.72
	76	39,528,203.93
	77	38,558,193.31
	78	37,584,601.48
	79	36,438,461.78
	80	35,457,029.35
	81	34,415,909.08
	82	33,427,003.51
	83	32,378,624.13
	84	31,382,190.32
	85	30,382,076.47
	86	29,322,809.81
	87	28,315,085.10
	88	27,248,425.55
	89	26,233,033.86
	90	25,213,891.23
	91	24,081,297.86
	92	23,054,196.92
	93	21,968,716.01
	94	20,933,805.17
	95	19,840,738.02
	96	18,797,959.68
	97	17,751,327.91
	98	16,646,875.49
	99	15,592,289.77
	100	14,480,111.17
	101	13,417,512.81
	102	12,350,986.85
	103	11,120,592.61
	104	10,045,563.12
	105	8,913,526.14
	106	7,830,333.10
	107	6,690,366.34
	108	5,598,949.51
	109	4,503,497.17
	110	3,351,622.16
	111	2,247,855.56
	112	1,087,904.36
	113
    and thereafter	0.00


 













    Schedule 2-1 


     


    


 


Schedule
3


 


Mortgage
Loans with Specified Escrows, Reserves, Holdbacks and Letters of Credit





 


1.           Irish Hills Plaza & Broadway Plaza


 


2.            Pinnacle at Bristol Phase II


 


3.            Centre City


 


4.            Martin Resorts – Best Western Plus
Shore Cliff Lodge


 


5.            Newington Business Center


 


6.            Oak Creek


 


 






    Schedule 3-1 


     


    

 





Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice


 





Fairfield Inn Times Square Fee


 


The Henry


 


Residence Inn - Downtown Clearwater


 


Martin Resorts - Best Western Plus Shore
Cliff Lodge


 


SpringHill Suites Louisville Airport


 


Holiday Inn Express - Wichita


 


Holiday Inn Express - Hutchinson


 


Hilton Garden Inn Kennett Square


  






    Schedule 4-1